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  5. Governance structure

Governance structure


The Board is supported by its committees, to which it delegates power to make decisions and recommendations within their areas of expertise. The Chair of each committee reports the outcome of committee meetings to the Board, ensuring that necessary oversight is maintained. The Board and its committees are governed by matters reserved for the Board and Terms of Reference respectively. The composition and Terms of Reference of the Board and each Board committee are reviewed annually to ensure that each committee is operating effectively. Independent non-executive directors are represented on all Board committees, to allow for independent challenge.

Management committees

Management committees are established by the CEO and report to the Executive Committee whose purpose is to be an advisory body to the CEO in order for the CEO to make informed decisions. The CEO reports formally to the Board, at each Board meeting, on any material matters raised and decisions taken by the CEO since the previous Board meeting. Terms of Reference are issued for the Management committees, and other governance bodies as appropriate, and these specify the responsibilities, membership, roles, responsibilities and reporting lines of the respective body.