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Governance

Our Board of Directors is accountable to our shareholders. Members are responsible for good governance and are committed to the highest standards of corporate governance, complying with the UK Corporate Governance Code. 

Board responsibilities

The Board has ultimate responsibility for the overall leadership of Croda. It oversees the development of a clear strategy, monitors operational and financial performance against agreed goals and objectives, and ensures appropriate controls and systems are in place to manage risk.

Our Board meets eight times a year and currently comprises the Chairman, Group Chief Executive, Group Finance Director, four independent non-executive directors and one non-independent non-executive director. The Chairman is an independent (non-executive) director. All members of the Board have full access to the advice and services of the Company Secretary. Where necessary, the directors may take independent professional advice at the company’s expense.

Matters reserved for the Board cover four main areas:

  • Matters required by law to be reserved for the Board’s decision, for example, approval of the Annual Report and Accounts, appointing new Directors, declaring dividends
  • Requirements of the UK Listing, Prospectus and Disclosure and Transparency Rules, such as approval of circulars to shareholders and significant communications
  • UK Corporate Governance Code recommendations, for example, ensuring the company has a sound system of internal control and risk management, and approving Board and Committee terms of reference
  • Other matters such as approval of group strategy and budget, material corporate transactions and capital expenditure

View Articles of Association

Matters reserved for the Board December 2020

Board committees

There are three main committees: Audit, Remuneration and Nomination.

Chair: John Ramsay
Other members: Roberto Cirillo, Jacqui Ferguson, Helena Ganczakowski, Nawal Ouzren

Monitors the integrity of financial statements and announcements, and the effectiveness of internal controls and risk management, as well as managing our external auditor relationship.

Key responsibilities

  • Monitor the integrity of financial statements and results announcements, and review significant financial reporting issues and judgements
  • Recommend external auditor appointment and removal, assess audit quality, negotiate and approve audit fee, assess independence, monitor non-audit services and be responsible for audit tendering
  • Review the adequacy and effectiveness of internal controls and risk management systems, and the adequacy, effectiveness and output of the internal audit function
  • Review the adequacy of whistleblowing arrangements and procedures for detecting fraud

In addition to routine business, the Committee has four focus areas for 2021:

  • Maintain Croda’s focus on cyber security with a refreshed rolling annual assurance programme based on the US National Institute of Standards and Technology (NIST) Cybersecurity Framework
  • Monitor Avanti and Iberchem integration programmes, including controls assessment against Croda risk and control standards
  • Review the major capital projects assurance programme
  • Assess the impact of anticipated regulatory changes on Croda’s risk and control framework

Audit Committee information

Audit Committee Terms of Reference September 2018

Other Board governance

The Croda Board is committed to greater diversity within our business. The diversity of our people - in ideas, skills, knowledge, experience, ethnicity, gender and any other measure - is very important to the long-term success of the company. This also applies to the Board itself, to ensure it is well equipped to lead the business, embrace new ideas and make use of differences in experience, background and perspectives to satisfy all the different stakeholders within our global community. We have therefore adopted the following policy:

Board diversity and inclusion policy