Investor Presentaiton
BOOHOO GROUP PLC
CORPORATE GOVERNANCE REPORT
CONTINUED
THERE ARE FOUR
BOARD COMMITTEES -
AUDIT, NOMINATION,
REMUNERATION AND RISK
COMMITTEES. THE ROLES
AND RESPONSIBILITIES OF
EACH ARE DETAILED HERE.
AUDIT COMMITTEE
Following his appointment in November
2020, Shaun McCabe is currently the
Chairman of the Audit Committee, which
has primary responsibility for monitoring the
quality of internal controls, ensuring that
the financial performance of the company
is properly measured and reported on and
reviewing reports from the company's auditors
relating to the company's accounting and
internal controls, in all cases having due regard
to the interests of shareholders. Brian Small,
lain McDonald and Pierre Cuilleret are the
other members of the Audit Committee.
The Audit Committee meets three times
a year and also after the year end. Matters
considered at these meetings include:
reviewing and approving the annual report
and financial statements for the year and
half-year end;
⚫ discussion with the external auditors to
confirm their independence and scope
for
audit work;
⚫ considering the reports from the external
auditors identifying any accounting or
judgemental issues requiring the Board's
attention and the auditors' assessment of
internal controls;
reviewing and approving the group's tax
strategy;
corporate
considering the work of the
social responsibility and supplier
conformance functions;
reviewing compliance with minimum pay
legislation and fairness at work procedures;
and
considering the adequacy of the whistle-
blowing facility, the anti-bribery training
and monitoring and data protection policy
and procedures.
The Audit Committee Chairman maintains
dialogue with the auditors outside of the
scheduled meetings and meets with the
auditors without the presence of executive
directors and members of the finance team.
The group's internal audit function is overseen
by and reports independently to the Audit
Committee.
The Audit Committee reports to the board
on the effectiveness, value and independence
of the auditors on an annual basis. The
board is satisfied with the independence
and objectivity of PKF Littlejohn LLP who,
following a competitive tender process,
replaced PricewaterhouseCoopers as the
company's auditor on 21 December 2020.
58
RISK COMMITTEE
COMMIT
COMMI
ANNUAL REPORT AND ACCOUNTS 2021
TION COM
NOMINATION COMMITTEE
// GOVERNANCE
REMUNERATION COMMITTEE
ATION C
The chairman of the Risk Committee is
Shaun McCabe. This committee reviews
management's recommendations on risk
management, particularly in relation to
the structure and implementation of the
risk strategy, system of governance, risk
management framework, the quality and
effectiveness of the related internal controls
and reporting processes, risk appetite limits
and
, and the overall risk profile of
exposures,
the business. The Risk Committee meets at
least four times a year. Brian Small, Pierre
Cuilleret and lain McDonald are the other
members of the Risk Committee.
The responsibilities and activities of the Risk
Committee are set out in more detail in the
Risk Management report on page 31.
Brian Small is the chairman of the
Nomination Committee which identifies
and nominates, for the approval of the
board, candidates to fill board vacancies as
and when they arise. The committee also
considers matters of succession planning.
The Nomination Committee meets at least
once a year and otherwise as required. Pierre
Cuilleret, lain McDonald and Shaun McCabe
are the other members of the Nomination
Committee.
The chairman of the Remuneration
Committee is lain McDonald. This
committee reviews the performance of the
executive directors and determines their
terms and conditions of service, including
their remuneration and the grant of share
awards, having due regard to the interests of
shareholders. The Remuneration Committee
meets at least twice a year. Pierre Cuilleret,
Shaun McCabe and Brian Small are the other
members of the Remuneration Committee.
The responsibilities and activities of the
Remuneration Committee are set out in more
detail in the Directors' Remuneration Report
on page 66.
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