Governance

Chair: John Ramsay
Other members: Roberto Cirillo, Jacqui Ferguson, Chris Good, 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

Chair: Jacqui Ferguson
Other members: Roberto Cirillo, Chris Good, Nawal Ouzren, John Ramsay

Approves the company’s remuneration policy and framework, and determines the remuneration packages for members of senior management. Policies and practices should support company strategy and promote long-term sustainable success, ensuring senior management have appropriate incentives to encourage enhanced performance and are rewarded in a fair and responsible way for their individual contributions.

Key responsibilities

• Determine and agree with the Board the framework or broad policy for the remuneration of the Chair, Group Chief Executive, Directors, Company Secretary and other senior managers
• In determining such policy, take into account factors that it deems necessary, including relevant legal and regulatory requirements, provisions and recommendations of the UK Corporate Governance Code and associated guidance
• Review workforce remuneration and related policies and the alignment of incentives and rewards with culture, taking these into account when setting remuneration policy
• Provide feedback to the Board on workforce reward, incentives and conditions in support of Board monitoring, and whether company workforce policies and practices are aligned with our Purpose, values and strategy
• Review ongoing appropriateness and relevance of the remuneration policy
• Establish the selection criteria, select, appoint and set terms of reference for remuneration consultants who advise the committee and obtain reliable up-to-date information about remuneration in other companies
• Oversee any major changes in employee benefit structures

Chair: Anita Frew
Other members: Roberto Cirillo, Jacqui Ferguson, Chris Good, Keith Layden, Nawal Ouzren, John Ramsay

Reviews the structure, size and composition of the Board and its committees. Identifies and nominates candidates for appointment to the Board and is responsible for succession planning and evaluation of the balance of skills, knowledge, experience and diversity on the Board.

Key responsibilities

• Regularly review the structure, size and composition of the Board including skills, knowledge, experience and diversity, and recommend any changes
• Give full consideration to succession planning for directors and other senior executives, taking into account challenges and opportunities facing the company and the skills and expertise the Board will need in future
• Where a Board vacancy is identified, evaluate the balance of skills, knowledge, experience and diversity on the Board and prepare a description of the role and capabilities required for the appointment
• Identify and nominate candidates to fill Board vacancies, for the approval of the Board, when openings arise
• Keep the company’s leadership needs under review to ensure Croda can continue to compete effectively
• Review each year the time required from a Non-Executive Director and Chair
• Make recommendations on succession planning

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:

This policy applies to all companies, businesses and functional areas within the Group; and to all situations where we propose to engage with the external auditor for the provision of non-audit services. 

Croda’s remuneration policy was adopted by shareholders at the Company’s 2020 Annual General Meeting on 23 April 2020 and is intended to operate until its expiration the Company's 2023 Annual General Meeting.

The Board acknowledges its responsibility to ensure a sound system of internal controls and risk management is in place and maintained.