The Board and Governance
The Board of Serco Group plc is committed to achieving high standards of corporate governance, integrity and business ethics for all its activities around the world. Governance is not an exercise in compliance nor is it a specific form of management. For Serco, governance has the clear objective of ensuring the pursuit of the Company's purpose. It is an essential part of our public service ethos.
Excluding the Chairman, the Board comprises three executive and six independent non-executive directors. Sir Roy Gardner, the Chairman, is responsible for the effective operation of the Board, oversight of corporate governance and assurance activities and our relationship with the City and key stakeholders. The Group Chief Executive, focuses on operational strategy and delivery of the business. The non-executive directors are independent of management and meet informally during the year without the presence of the executive directors.
Board meetings are routinely held six times a year. In accordance with the UK Corporate Governance Code all directors will retire and stand for re-election annually.
A rigorous evaluation of the Board and its committees is undertaken annually.
With reference to the report by Lord Davies of Abersoch entitled Women on Boards we strongly support the principle of boardroom diversity, of which gender is one, but not the only, key aspect. Diversity of thought, experience, and approach are all important and we will always seek to appoint on merit against objective criteria, including diversity.
Our Board and Executive Committee both aim to achieve an appropriate diversity across all elements of Serco's management.
The Board carries out detailed scrutiny of certain key areas through its standing committees. In addition the Board has appointed Mike Clasper as a senior independent director as required by provision A.4.1. of the UK Corporate Governance Code.
There are four standing Committees of the Board and two executive Committees:
Standing Board Committees
Audit Committee: Consists solely of independent Non-Executive Directors. It is chaired by Malcolm Wyman. The Committee is responsible for the integrity of the Company's financial information and ensures that the financial controls and systems of risk management are robust and defensible. The Committee meets three times a year.
Remuneration Committee: Consists solely of independent Non-Executive Directors. It is chaired by Angie Risley. The Committee is responsible for determining appropriate levels of remuneration for the executive directors. The Company's remuneration report is approved each year by the shareholders in general meeting. The Committee meets four times a year.
Nomination Committee: Chaired by Sir Roy Gardner the Committee has the prime role in appointing and where necessary removing directors, in reviewing their performance and in succession planning. The Committee meets as required.
Corporate Responsibility and Risk Committee: Chaired by Rachel Lomax, the committee consists primarily of Non-Executive Directors along with the Group Chairman and the Chief Executive. The committee is responsible for overseeing the Company's approach to all aspects of Corporate Responsibility and assisting directors in discharging their statutory duty to promote the success of the Company.
Executive Committee: Chaired by the Chief Executive and comprises nine other members, including the Group Chief Finance Director, Group Chief Operating Officer, Regional Chief Executives and other selected corporate function heads. The Committee has delegated responsibility from the Board to ensure the effective direction and control of the business and to deliver the Group's long-term strategy and goals and meets nine times a year.
Approvals and Allotment Committee: Comprises the Executive Directors and Company Secretary. The business of the Committee is varied and ranges from bid and contract approval to the releasing of share options. The level of authority delegated to the Committee is reviewed on an annual basis.
We are committed to constant dialogue with institutional and private shareholders, and run a programme of meetings for institutional investors and analysts. The Senior Independent Director is available to speak to shareholders on request.
The principal methods of communication with private investors are our news announcements, half year and full year results, annual report and financial statements, the annual general meeting (AGM) and this website.
Internal controls and risk management
We have a well-established system of internal controls (including financial, operational and compliance controls) and risk management to safeguard shareholders' investments and the Company's assets and reputation. These processes are reviewed annually and conform to the requirements of the UK Corporate Governance Code. The Group Risk Management and Safety Committee (GRMSC), a formal committee of the Executive Committee, provides governance and oversight of risk. Further details on the work of the GRMSC and the Group's internal control and risk management processes are contained within the 'Our performance' section of our latest Annual report and accounts.