The Board is responsible to shareholders for the strategic direction, development and control of the Group. Eleven regular Board meetings are planned for FY 2021 with further ad hoc meetings as required. All the Directors have access to the advice and services of the Company Secretary and General Counsel and can gain access to external independent advice should they wish to do so.
To support the principles of good corporate governance, the Directors have formally established and constituted the following committees in order to carry out work on behalf of the Board. The Company Secretary and General Counsel is secretary to all these committees.
(i) Audit Committee
The main purpose of the Audit Committee is to review and maintain oversight of Mitchells & Butlers' corporate governance, particularly with respect to financial reporting, internal control and risk management.
The Audit Committee's responsibilities also include:
- reviewing the processes for detecting fraud, misconduct and internal control weaknesses;
- reviewing the effectiveness of the Group Assurance function; and
- overseeing the relationship with the external and internal auditors and other third-party advisers
At the date of the 2020 Annual Report, the Audit Committee comprised five independent Non-Executive Directors: Colin Rutherford (Chair), Imelda Walsh, Dave Coplin, Jane Moriarty and Susan Murray and two further Non-Executive Directors, Ron Robson and Eddie Irwin, nominated by Piedmont Inc. and Elpida Group respectively. In accordance with 2018 Code Provision 24 the Board considers that Colin Rutherford has significant, recent and relevant financial experience. The Audit Committee continued to meet at least quarterly during FY 2020. In each case, appropriate papers were distributed to the Committee members and other invited attendees, including, where and to the extent appropriate, representatives of the external audit firm, the internal Group Assurance function and other third-party advisers. When appropriate, the Audit Committee augments the skills and experience of its members with advice from internal and external audit professionals, for example, on matters such as developments in financial reporting. Audit Committee meetings are also attended, by invitation, by other members of the Board including the Chairman, the Chief Executive and the Chief Financial Officer, the Company Secretary and General Counsel, the Group Risk Director and representatives of the external auditor, Deloitte LLP. The Audit Committee also has the opportunity to meet privately with the external auditor not less than twice a year, without any member of management present, in relation to audit matters. Full details regarding the Committee, its role, matters considered by the Committee and its compliance with relevant governance provisions are available within the Audit Committee report 2020 (160KB).
(ii) Remuneration Committee
The Remuneration Committee is chaired by Imelda Walsh and its other members are Colin Rutherford, Susan Murray, Jane Moriarty, Dave Coplin, Bob Ivell, Eddie Irwin and Josh Levy. This Committee normally meets at least three times a year. The Group HR Director has direct access to the Committee. The Remuneration Committee advises the Board on overall remuneration policy. The Committee also determines, on behalf of the Board, and with the benefit of advice from external consultants and the Group HR Director and the Chief Executive, the remuneration packages of the Executive Directors and it reviews the Chairman's fees. The remuneration of the Non-Executive Directors is reviewed and determined by the Chairman and the Executive members of the Board. Full details regarding the work of this Committee are available within the Remuneration report 2020 (343KB).
(iii) Nomination Committee
The Nomination Committee is chaired by Bob Ivell and its other members are Colin Rutherford, Imelda Walsh, Susan Murray, Jane Moriarty, Ron Robson, Dave Coplin and Eddie Irwin. The Nomination Committee is responsible for nominating, for the approval of the Board, candidates for appointment to the Board. It is also responsible for succession planning for the Board and the Executive Committee and reviewing the output of the Board effectiveness review. There is an ongoing process of review of the make-up of the Board and for Board succession, which is carried out by the Nomination Committee and led by the Chairman. The Nomination Committee engages external search agencies when required and ensures that all candidates are identified and assessed against pre-determined criteria. The Nomination Committee will discuss and agree measurable objectives for achieving diversity on the Board with due regard being given to the recommendations set out in the Davies Report, the Hampton-Alexander Review and the 2018 Code. These will be reviewed on an annual basis. Gender balance is dealt with by the Nomination Committee on a regular basis and includes assessment of gender balance at senior management level. Full details are within the Corporate governance statement 2020 (232KB).
(iv) Market Disclosure Committee
The Market Disclosure Committee is chaired by Bob Ivell and its other members are Phil Urban, Tim Jones and Colin Rutherford. This committee is responsible for overseeing the disclosure of information by the Company to meet its obligations under the Market Abuse Regulation and the Financial Conduct Authority's Listing Rules and Disclosure Guidance and Transparency Rules. Full details are included in the Corporate Governance Statement of the 2020 Annual Report.
(v) Executive Committee
The Executive Committee, which is chaired by the Chief Executive, consists of the Executive Directors and certain other senior executives. It meets at least every six weeks and has everyday responsibility for the running of the Group's business. It develops the Group's strategy and annual revenue and capital budgets for Board approval. It reviews and recommends to the Board any significant investment proposals. The Committee monitors the financial and operational performance of the Group and allocates resources within the budgets agreed by the Board. It considers employment issues, ensures the Group has an appropriate pool of talent and develops senior management workforce planning and succession plans.
(vi) Property Committee
The Property Committee reviews property transactions which have been reviewed and recommended by the Portfolio Development Committee, without the need for submission of transactions to the full Board. The Property Committee agrees to the overall strategic direction for the management of the Group's property portfolio on a regular basis and may decide that a particular transaction should be referred to the Board for consideration or approval. The Property Committee comprises Bob Ivell (Committee Chair), Phil Urban, Tim Jones, Josh Levy, Keith Browne, Colin Rutherford, Jane Moriarty and Gary John.
(vii) Corporate Responsibility Committee
The Corporate Responsibility Committee comprises Bob Ivell (Chair), Ron Robson, Imelda Walsh, Colin Rutherford, Eddie Irwin, Susan Murray, Jane Moriarty and Dave Coplin. The Chief Executive, Phil Urban, is invited to attend regularly. It was established in June 2019 and its purpose is to allow more executive, leadership and functional management involvement in matters of corporate responsibility and sustainability.
(viii) Pensions Committee
The Pensions Committee members are Bob Ivell (Committee Chair), Colin Rutherford, Imelda Walsh, Tim Jones, Phil Urban, Keith Browne and Josh Levy. The Pensions Committee was established by the Board to supervise and manage the Company's relationship with its various pension schemes and their trustees.
In addition, there are general purposes and treasury committees. Both of which are not formal committees of the board.