About us

Framework

Board Structure

Board-structure-diagram-2015.jpg


The Board

The Board’s role is to provide leadership of the Group and is accountable to shareholders for the long-term success of the business. There is a schedule of matters reserved for the Board which includes:

  • Setting long-term strategic objectives;
  • Approving annual operating and capital budgets;
  • Reviewing business performance;
  • Overseeing the Group’s internal control systems; and
  • Ensuring appropriate resources are in place to enable the Group to meet its objectives.
 

The Chairman

The Chairman is responsible for the leadership of the Board
and ensuring its effectiveness:

  • Chairing Board meetings; setting the agendas in consultation with the CEO and Company Secretary; and encouraging directors’ active participation in Board discussions;
  • Leading the performance evaluation of the Board, its committees and individual directors;
  • Promoting the highest standards of corporate governance including compliance with the Code provisions wherever possible;
  • Ensuring timely and accurate distribution of information to the directors and effective communication with shareholders; and
  • Establishing an effective working relationship with the CEO by providing support and advice whilst respecting executive responsibility.
 

The Chief Executive Officer (CEO)

The CEO is responsible for the executive management of the Group and ensuring the implementation of Board strategy and policy within the approved budgets and timescales. The CEO is assisted in meeting his responsibilities by the CFO and the Executive Leadership Team (who head up the Group’s principal commercial business and corporate functions).
 

The Senior Independent Director (SID)

The SID is responsible for supporting the Chairman and leading the non-executive directors in the oversight of the Chairman and CEO. The SID is available to shareholders if they have concerns which the normal channels have failed to resolve or where such contact is inappropriate.
 

Non-executive Directors

The independence, external experience and challenge non-executive directors bring to the Board is essential to its effective operation. The current non-executive directors bring extensive and broad ranging experience as highlighted in their biographies in the Our Leadership section of this website.
 

Board Committees

The Board has three committees which assist in the discharge of its responsibilities. Their terms of reference are available in the Governance policies section of this website. 
 

Audit Committee

The Committee has responsibility for reviewing the effectiveness of the Group’s financial reporting system and the internal control policies and procedures for the identification, assessment and reporting of risk. The Committee also keeps under review the relationship with the auditors, including the terms of their engagement and fees, their independence and expertise, resources and qualification and the effectiveness of the audit process.
Committee Member Position Comments
Ian Krieger Chairman Senior Independent Director (SID)
Richard Hodgson Member Independent (NED)
Jennifer Laing Member Independent (NED)
Pam Powell Member Independent (NED)

Ian Krieger was appointed as Audit Committee Chairman in April 2013, he has a wealth of financial, accounting and business experience and was a senior partner and Vice Chairman of Deloitte until his retirement in 2012. He is also Audit Committee Chairman of a number of other listed companies and other organisations. All members of the Committee are considered to be independent, with a broad range of FMCG, commercial and marketing experience relevant to the Group's business. In addition to the Committee members the CEO, CFO, Director of Internal Audit and Risk and external audit lead partner are regularly invited to the Committee’s meetings.

The Audit Committee is scheduled to meet at least three times a year and meets with the internal and external auditors at least once a year without the executive directors present.

The Committee has been delegated authority by the Board to monitor financial reporting including the annual and interim reports, preliminary results announcements and formal announcements relating to financial performance and reporting. The Committee ensures the effectiveness of the Company’s internal controls and risk management systems and review and update the whistle-blowing arrangements.

The Committee monitors and reviews the effectiveness of the Group’s internal audit function, including the approval of any appointment or removal of the head of the internal audit function. The Committee is also responsible for considering and making recommendations to the Board on the appointment, reappointment and removal of external auditors including the setting of their remuneration. The Committee keeps under review the external auditor's’ independence which includes reviewing the impact of any non-audit services provided by the Group’s external auditors to the Board.

Annually the Committee reviews the relationship the Group has with the external auditor to consider whether the relationship is working well and whether the auditor continues to provide an effective service. The external auditor is required to rotate the audit partner responsible for the Group and subsidiary audits every five years. There are no contractual obligations restricting the Group’s choice of external auditor.

 

Auditor Independence and Non-audit Services

There is an established policy governing auditor independence and the engagement of the external auditor for non-audit services designed to maintain the independence and objectivity of the external auditor. The policy was reviewed and updated in 2016 and key terms of the updated policy are as follows:

  • a tender of the external audit will be undertaken every 10 years;
  • the lead partner should rotate every 5 years;
  • the external auditors should not be engaged for non-audit work, however, in certain limited circumstances it may be appropriate to appoint them;
  • where fees are expected to be over £100k, the approval of the Audit Committee Chairman is required; and
  • if the fees are expected to exceed £100k then the approval of the full Audit Committee will be required.
A copy of the External Auditor Independence and Non-audit Services Policy is available here.

 

Audit tender

KPMG were appointed as external auditor in September 2015 following a comprehensive tender.

Remuneration Committee

The Committee has responsibility for determining and agreeing the overall remuneration strategy for executive directors and senior managers, determining the individual remuneration packages for the Chairman, executive directors and senior management and approving the design of all share incentive plans.

Committee Member Position Comments
Jennifer Laing Chairman Independent (NED)
Ian Krieger Member Senior Independent Director (SID)
Pam Powell Member Independent (NED)

Ms Laing was appointed Chairman of the Remuneration Committee in May 2014. 

Both the Committee Chairman and a majority of the Committee are independent. The CEO, HR Director and Aon Hewitt regularly attend by invitation. In accordance with the Committee’s terms of reference, no one attending a Committee meeting may participate in discussions relating to his/her own terms and conditions of service or remuneration.

The Remuneration Committee is scheduled to meet at least twice a year.

The Committee is committed to principles of accountability and transparency to ensure that remuneration arrangements demonstrate a clear link between reward and performance. In its work, the Committee considers fully the relevant legal and regulatory requirements, provisions and recommendations of the Code and associated guidance.

The Committee has been delegated authority by the Board to determine and agree the remuneration strategy for executive directors and senior managers and reviews and approves the remuneration packages for the Chairman, executive directors and senior managers.

The Committee, on behalf of the Board, determines the terms of employment including recruitment and termination terms of executive directors, ensuring any payments on departure are fair to the individual and the Company, whilst avoiding payment for failure and recognising the departing individual’s duty to mitigate loss.

The Company's current Directors' Remuneration Policy is available in the Remuneration section of this website. 
 

Nomination Committee

The Committee is responsible for considering the size, structure and composition of the Board, retirement and appointment of additional and replacement directors and making appropriate recommendations so as to maintain an appropriate balance of skills and experience on the Board.

Committee Member Position Comments
Keith Hamill Chairman Chairman (NED)
Richard Hodgson Member Independent (NED)
Ian Krieger Member Senior Independent Director (SID)
Jennifer Laing Member Independent (NED)
Pam Powell Member Independent (NED)

The Nomination Committee is scheduled to meet at least twice a year.
 
The Committee has been delegated authority by the Board to lead the formal, rigorous and transparent process for Board appointments including a review of the skills, experience and knowledge of the existing directors to ensure any potential shortlisted candidates will benefit the balance of the Board. The Committee also gives full consideration to succession planning taking into account the challenges and opportunities facing the Group and what skills and expertise would benefit the Board in the future.

The Committee regularly reviews the structure, size and composition of the Board and make recommendations to the Board regarding changes.


The Board delegates day-to-day responsibility for managing the business to the Executive Leadership Team and its sub-committees. Together these form part of the Company’s corporate governance framework, but are not formally appointed committees of the Board.

Executive Leadership Team (ELT) — Responsible, under the leadership of the CEO, for the day-to-day management of the business, setting performance targets and implementing the Company’s strategy and direction. The ELT is also responsible for the effective implementation of policies taking into account changes in regulations and other business risks. The ELT drives effective risk management throughout the business and makes recommendations to the Audit Committee as appropriate; monitoring and reporting on all material business risks which might impact the delivery of the Company’s strategic goals and objectives and agreeing with management appropriate mitigating actions.

Sustainability Steering Group — Responsible for providing direction to, and oversight of, the implementation of the Company’s sustainability programme which is built around five core commitments under the theme of Bringing Britain Together:
  • encourage healthier food choices for our consumers and our colleagues;
  • develop the skills our industry needs for the future;
  • collaborate with our suppliers to drive higher ethical and environmental standards;
  • deliver environmental improvements across our operations; and
  • support our communities on a local and national level. 
The Steering Group is chaired by our CEO and is made up of members from the ELT and senior management.

Click here to read more about our approach to responsibility.

Treasury Risk Management Committee — Responsible for the oversight of designated material foreign currency and commodity exposures and agreeing with senior management appropriate mitigating actions. Members of the Committee include members of the ELT and senior management.

 
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