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Investor Relations

Results & Reports

Governance

Working With Integrity

Integrity is one of the values on with Exova is founded. We place great importance on corporate governance and robust internal controls ensure our people and our company work to the highest standards wherever they are in the world.

Governance Committees

Our governance committees play a key role in underpinning this approach.

Audit Committee

The audit committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual and half year financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, whistle blowing and fraud systems in place within the Group. The audit committee will normally meet not less than four times a year. The audit committee is chaired by Bill Spencer and its other members are Andrew Simon and Allister Langlands. The Governance Code recommends that all members of the audit committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment and that one such member has recent and relevant financial experience. The Board considers that the Company complies with the requirements of the Governance Code in this respect.

Chair: Bill Spencer

Members: Andrew Simon, Allister Langlands

Terms of Reference MORE>

Nomination Committee

The nomination committee assists the Board in reviewing the structure, size and composition of the Board. It is also responsible for reviewing the Board’s structure and identifying potential candidates to be appointed as Directors, as the need may arise. The nomination committee also determines succession plans for the Directors, including the Non-Executive Chairman and Chief Executive and other senior executives. The nomination committee will meet at least once a year. The nomination committee is chaired by Allister Langlands and its other members are Fred Kindle and Helmut Eschwey. The Governance Code recommends that a majority of the nomination committee be Non-Executive Directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the Governance Code in this respect.

Chair: Allister Langlands

Members: Fred Kindle, Helmut Eschwey, Vanda Murray and Bill Spencer

Terms of Reference MORE>

Remuneration Committee

The remuneration committee recommends the Group’s policy on executive remuneration, determines the levels of remuneration for Executive Directors and the Non-Executive Chairman and other senior executives and prepares an annual remuneration report for approval by the Shareholders at the annual general meeting. The remuneration committee will normally meet not less than three times a year. The remuneration committee is chaired by Andrew Simon and its other members are Bill Spencer and Vanda Murray. The Governance Code recommends that all members of the remuneration committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the Governance Code in this respect.

Chair: Andrew Simon

Members: Bill Spencer, Vanda Murray

Terms of Reference MORE>

Directors’ Remuneration Policy approved at the Company’s AGM on 14 May 2015 MORE>