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 July 2024
Board committees
There are four main committees: Audit, Remuneration, Nomination and Sustainability Oversight.
Chair: John Ramsay
Other members: Roberto Cirillo, Jacqui Ferguson, Chris Good, Nawal Ouzren, Julie Kim
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 of the Group and to review significant financial reporting issues and judgements
- Recommend external auditor appointment and removal, assess audit quality, consider and approve the audit fee, assess independence, monitor non-audit services and be responsible for audit tendering
- Review the adequacy and effectiveness of the Group's internal controls and risk management systems, and the adequacy, effectiveness and output of the internal audit function
- Review the adequacy of the Group's whistleblowing arrangements and procedures for detecting fraud
Audit Committee Terms of Reference 2023
Chair: Jacqui Ferguson
Other members: Roberto Cirillo, Chris Good, Nawal Ouzren, John Ramsay, Julie Kim
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 Company's Chair, the Group Chief Executive, the Executive Directors, the Company Secretary and other members of senior management
- Ensure that the remuneration framework is aligned with the Company's strategy and promotes the long-term success of the Company, appropriately incentivising senior management and the wider workforce
- Review workforce remuneration and related policies and the alignment of incentives and rewards with culture, taking these into account when setting the Remuneration Policy for Directors
- Feedback to the Board on workforce reward, incentives and conditions in support of the Board's monitoring of whether the workforce policies and practices of the Company are aligned with its Purpose, values and strategy
- Review the 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 throughout the Group
2022 Remuneration Report
Remco Terms of Reference February 2023
Chair: Danuta Gray
Other members: Roberto Cirillo, Jacqui Ferguson, Chris Good, Julie Kim, 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 the skills, knowledge, experience and diversity of the Board and make recommendations for any changes
- Give full consideration to succession planning for Directors and other senior executives, taking into account the challenges and opportunities facing the Company and, consequently, what skills and expertise the Board will need in the future
- Where a Board vacancy is identified, to 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, as and when openings arise
- Keep the organisations’s leadership needs, both Executive and Non-Executive, under review to ensure that the Company continues to compete effectively in the marketplace
- Review annually the time required from a Non-Executive Director and the Chair to fulfill their duties
- Make recommendations on succession planning for the Board
Nomination Committee Terms of Reference December 2023
Chair: Chris Good
Other members: Jacqui Ferguson, Nawal Ouzren, Keith Layden
The role of the Sustainability Oversight Committee is to support the Board by overseeing and monitoring implementation of the Group sustainability strategy, including considering in greater depth the Group’s principal sustainability risks and opportunities and overseeing compliance with sustainability regulations.
Key responsibilities
- Monitor the execution and implementation of the sustainability strategy, including performance against KPIs
- Monitor compliance with sustainability policies, regulations and best practice
- Support the Board by considering in more depth the Group’s principal sustainability risks and opportunities
- Oversee communication of the Group’s sustainability activities, including review of the sustainability reporting in the Annual Report
- Provide input to the Board and other Board Committees on sustainability matters as required
Sustainability Oversight Committee Terms of Reference
Group Executive Committee
Meets 11 times a year and is responsible for: developing and implementing strategy, operational plans, policies, procedures and budgets; monitoring operating and financial performance; assessing and controlling risk; and prioritising and allocating resources.
Performance and Investment Committee
Meets 11 times a year to review monthly operating results and examine capital expenditure projects.
Sustainability Committee
Meets quarterly to further develop our sustainability practices and monitor progress. It comprises a diverse group of leaders representing all facets of our business, and each member is the champion for one or more sustainability KPIs.
Risk Management Committee
Meets quarterly to: evaluate and propose policies and monitor processes to control business, operational and compliance risks; and assess emerging risks.
Group SHEQ Steering Committee
Meets quarterly to: monitor progress against safety, health, environmental and quality objectives and targets; review safety performance and audits; and determine requirements for new or revised policies, procedures and objectives.
Routine Business Committee
This comprises the Group Chief Executive and Group Finance Director, with Group General Counsel and Company Secretary and Group Financial Controller acting as alternates. It attends to business of a routine nature and the administration of certain matters, as agreed by the Board or the Group Executive Committee.
Other Board governance
Board Diversity and Inclusion Policy
Croda Gender Pay Gap 2017
Croda Gender Pay Gap 2018
Croda Gender Pay Gap 2019
Croda Gender Pay Gap 2020
Croda Gender Pay Gap 2021
Croda Gender Pay Gap 2022
Tax compliance policy
Anti-Facilitation of Tax Evasion Statement
Provision of non-audit services by external auditors policy
Remuneration policy PDF
Risk management and internal control
