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, 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
Audit Committee information
Audit Committee Terms of Reference 2023
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
2022 Remuneration Report
Remco Terms of Reference February 2023
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
Nomination Committee terms of reference 2021
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.
Group Finance 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.
Group Ethics Committee
Meets quarterly in support of Croda’s culture of integrity, honesty and openness, and to promote the importance of ethics and compliance across the group and among our supply chain partners.
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 2017 Gender Pay Gap March 2018
Croda Gender Pay Gap 2018
Croda Gender Pay Gap 2019
2020 Gender Pay Gap Report
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
Leadership
Our Board and Executive Committee provide leadership in delivering for our customers and achieving our strategic priorities.
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Croda is a successful global company with 105 operations across 39 countries, a focused Life Sciences and Consumer Care company.
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