Board and board committees

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The Board of directors

The Board has overall responsibility for the conduct of the Group’s business and for ensuring that Arrow Global’s obligations to its shareholders and others are understood and met. The names, responsibilities and other details of the directors are set out in the “Our leadership” section.

Corporate governance

The Board is responsible for setting the strategic direction of the Group and ensuring that it has adequate resources and appropriate controls, values and standards in place to deliver its strategy within a framework which enables risk to be identified and managed. Each Board director is aware of his/her responsibilities, individually and collectively, to promote the long-term success of the Group.

The Board is committed to the highest standards of corporate governance. The Board comprises six directors, including the Chair, two executive directors and three independent non-executive directors, one of whom is the senior independent director. The Board regarded Jonathan Bloomer, Chair, as independent upon his appointment and regards Lan Tu, Maria Luís Albuquerque and Andrew Fisher as independent non-executive directors for the purposes of the UK Corporate Governance Code. Andrew Fisher is the Company’s senior independent director (the “SID”). The SID is available to shareholders if they have concerns that the normal channels of the Chair, or other executive directors have failed to resolve or for which such channels of communication are inappropriate.

Click here to read our full SID responsibilities statement.

Independent non-executive directors

The UK Corporate Governance Code (July 2018) recommends that at least half the Board, excluding the Chair, should be non-executive directors whom the Board considers to be independent.

Arrow Global Group PLC has three independent non-executive directors including the Chair and therefore complies with this recommendation.

Our Board committees

Audit committee

The Audit committee’s primary role is to monitor both the external and internal audit of the Company and ensure compliance with relevant financial reporting standards. It is also responsible for overseeing the relationship with the external auditor and reporting back to the Board with any recommendations.

Chair: Andrew Fisher

Click here for full term of terms of reference

Risk committee

The Risk committee advises the Board on the Company’s overall risk appetite, risk exposures and future risk strategy. It regularly reviews the Company’s risk assessment processes, parameters and risk register and reports back to the Board.

Chair: Andrew Fisher (Interim)

Click here for full term of terms of reference

Remuneration committee

The Remuneration committee is responsible for approving remuneration policy and reviewing the effectiveness of its implementation. The Remuneration committee also considers senior executive remuneration and makes recommendations to the Board on the remuneration of executive directors.

Chair: Lan Tu

Click here for full term of terms of reference

Nomination committee

The Nomination committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board committees and the chairmanship of the Board committees. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary. The Nomination committee ensures plans are in place for orderly succession to both the Board and senior management positions and oversees the development of a diverse pipeline for succession. Furthermore, the Nomination committee is required to manage the process for evaluating the performance of the Board.

Chair: Jonathan Bloomer MBE

Click here for full term of terms of reference

Disclosure committee

The Disclosure committee is responsible for monitoring, evaluating and enhancing the disclosure controls and procedures of the Group. The Disclosure committee is also required to assist the Company to make timely and accurate disclosure of all information, where disclosure is required to meet legal and regulatory obligations.

Chair: Lee Rochford

Click here for full term of terms of reference

UK Corporate Governance Code

Throughout the year ended 31 December 2018, the Company complied with all relevant provisions of the 2016 edition of the UK Corporate Governance Code, which sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. In 2018, the Company began working towards compliance with the provisions in the 2018 edition of the UK Corporate Governance Code with a view to being fully compliant during the financial year ending on 31 December 2019.