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Board committees

The current membership of IPF's Board committees is set out in the table below.

The Audit and Risk Committee’s principal responsibilities are to provide assurance to the Board on:

  • The integrity of the Company’s financial reporting and statements.
  • The effectiveness of the Group’s internal controls and risk management systems, including those relating to probity.
  • The internal and external audit processes.
  • Oversight of risk management across the Group including overseeing and advising the Board in relation to current and future risk exposures.

The Committee also makes recommendations to the Board, to put to shareholders at the AGM on the appointment, reappointment or removal of the external auditors, and approves their remuneration and terms of engagement.

Meetings are held during the year, covering both audit and risk-related matters, with two meetings specifically focused on risk. In addition to Committee members, the external auditor, the Chief Executive Officer, the Chief Financial Officer and the Group Head of Internal Audit are invited to attend all meetings. Periodically, senior management from across the Group are invited to present on specific aspects of the business.

The Committee meets the external auditor from time to time without an executive director or a member of the senior management team being present. It also reviews its own performance and terms of reference regularly.

Click here for the Audit and Risk Committee's terms of reference

Click here for the Audit and Risk Committee Report

Audit and Risk Committee

Richard Holmes (Chair)

Katrina Cliffe

Deborah Davis

The Remuneration Committee’s principal responsibilities are to:

  • Establish a formal and transparent remuneration policy and practices on executive remuneration.
  • Design and determine remuneration and benefits for the Chair, executive directors and other senior management as required by the UK Corporate Governance Code.
  • Review workforce remuneration and related policies to ensure alignment of incentives and rewards with culture.
  • Oversee the design and terms of executive and all-employee share-based incentive plans.
  • Review the performance evaluations undertaken of the executive directors.

The Committee also makes recommendations to the Board, to put to shareholders at the AGM on the Directors’ Remuneration Policy, which is subject to a binding vote every three years.

There are four meetings held during the year and, in addition to Committee members, other individuals such as the Chief Executive Officer, the Chief Human Resources Officer, the Group Head of Reward and external advisers may be invited to attend for all or part of any meeting. However, no director or executive is present during the Committee’s discussion on their own remuneration. It also reviews its own performance and terms of reference regularly.

Click here for the Remuneration Committee's terms of reference

Click here for the Directors’ Remuneration Report

Click here for the 2023 Directors’ Remuneration Policy

Remuneration Committee

Deborah Davis (Chair)

Richard Holmes

Stuart Sinclair

The Nominations and Governance Committee’s principal responsibilities are to:

  • Review the composition of the Board and lead the process on proposed appointments to the Board and senior management.
  • Make recommendations to the Board on the above, ensuring that both appointments and succession plans are based on merit and objective criteria and, within this context, promote diversity of gender, social and ethnic background, cognitive and personal strengths.
  • Ensure that the Board and its Committees consist of Directors with the appropriate balance of skills, experience, diversity, independence and knowledge to enable it to discharge its duties and responsibilities effectively.
  • Keep the Board’s governance arrangements under review and make appropriate recommendations to the Board to ensure that its arrangements are consistent with relevant corporate governance standards and best practice.

The Committee also makes recommendations to the Board, to put to shareholders at the AGM on the election and re-election (as appropriate) of directors.

The Committee meets four times a year and at other times as required and, in addition to Committee members, other individuals such as the Chief Legal Officer, the Chief Human Resources Officer and external advisers may be invited to attend for all or part of any meeting. It also reviews its own performance and terms of reference regularly.

Click here for Nominations and Governance Committee's Terms of reference

Click here for the Nominations and Governance Report

Nominations and Governance Committee

Stuart Sinclair (Chair)

Deborah Davis

Richard Holmes

Aileen Wallace

The principal responsibilities of the Disclosure Committee include:

  • Assisting in the design and evaluation of disclosure controls and procedures and monitoring compliance with these procedures.
  • Ensuring compliance with the Financial Conduct Authority’s Disclosure and Transparency Rules.
  • Reviewing the requirement for, and content of, regulatory announcements for issuing to the London Stock Exchange.
  • Identifying and handling inside information.

The Committee’s members, who are appointed by the Board, comprise the Chief Executive Officer, the Chief Financial Officer and the Chief Legal Officer. The Committee meets during the year as required and reviews its performance and terms of reference regularly.

Click here for the Disclosure Committee's Terms of reference

Disclosure Committee

Gerard Ryan (Chair)

Gary Thompson

Thomas Crane

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