Board Composition
The Board comprises eight directors; two Executive Directors, a Non-Executive Chairman and five further Non-Executive Directors.
The Board is responsible for establishing the Company’s purpose, values and strategy, promoting its culture, overseeing its conduct and affairs, and for promoting the success of the Company for the benefit of its members and stakeholders. It discharges some of its responsibilities directly and others with the support of its Committees. Terms of reference for the Board and its Committees are available on the Group’s website. Execution of the strategy and day-to-day management of the Company’s business is delegated to the Executive Management Team, with the Board retaining responsibility for overseeing, guiding and holding management to account.
Board Committees
The Company has established committees as follows:
The Audit Committee assists the Board in fulfilling its corporate governance obligations in relation to the Group’s financial reporting, internal control and risk management systems.
The Audit Committee comprises:
- Chairman: Marie Danielsson
- Members: Kristian Eikre, Yngve Myhre
- Secretary: Ivonne Cantu
Other Non-executive Directors, the Group Financial Controller, and the Company’s auditors are invited to attend meetings as appropriate.
Frequency of meetings:
The Audit Committee is required to meet not less than twice in each financial year, and usually meets at least three times per year.
Responsibilities:
The main responsibilities of the Audit Committee are:
- To review accounting policies and the integrity and content of the financial statements.
- To monitor disclosure controls and procedures and the Group’s internal controls.
- To monitor the integrity of the financial statements of the Group, and to assist the Board in ensuring that the Annual Report and Accounts when taken as a whole, are fair, balanced and understandable.
- To consider the adequacy and scope of the external audits.
- To monitor the objectivity, independence and effectiveness of the external auditor, including the scope and expenditure on non-audit work.
- To review and approve the statements to be included in the Annual Report on internal control and risk management.
- To review and report on the significant issues considered in relation to the financial statements and how they are addressed.
The Remuneration Committee reviews and recommends the policy on remuneration of the Chairman, Executives and senior management team. In addition, it monitors the implementation of the Remuneration Policy and approves awards under the Group’s Long-Term Incentive Plan.
The Remuneration Committee comprises:
- Chair: Nathan Lane
- Members: Yngve Myhre, Marie Danielsson
- Secretary: Ivonne Cantu
Other Non-executive and Executive Directors may be invited to attend meetings as appropriate.
Frequency of meetings:
The Remuneration Committee meets at least twice per year and otherwise if required.
Responsibilities:
The main responsibilities of the Remuneration Committee are:
- To monitor and develop the Company’s remuneration policy.
- To determine the remuneration of the Executive Directors.
- To approve the service agreements of the Executive Directors.
- To approve the remuneration of the senior managers.
- To determine the fees of the Chairman.
- To review the Company’s annual bonus proposals and to approve bonuses for the Executive Directors and senior managers.
- To approve the design of and oversea awards under the Company’s share incentive plans.
- To consider risks to the Group in light of the remuneration policies.
In exercising this role, the Remuneration Committee has regard to the recommendations put forward in the UK Corporate Governance Code.
The Disclosure Committee ensures the legal and regulatory disclosure obligations and requirements arising from the listing of the Company’s securities and bonds on the London Stock Exchanges and Euronext Growth Oslo are met. This includes the timely and accurate disclosure to the market of all relevant information.
The Disclosure Committee comprises as permanent members:
- Chair: Septima Maguire
- Members: Trond Williksen, Marie Danielsson
- Secretary: Ivonne Cantu
In the absence of the permanent members of the Disclosure Committee, any two Directors, one of which is Septima Maguire or Trond Williksen, may exercise the powers of the Disclosure Committee. Other Non-executive and Executive Directors may be invited to attend meetings as appropriate.
Frequency of meetings:
The Disclosure Committee meets when required during the year.
Responsibilities:
The main responsibilities of the Disclosure Committee include:
- To identify inside information giving rise to the need for the Company to create new insider lists or amend its existing insider lists and alert the Company Secretary to the existence of such inside information.
- To review the need to make market announcements of inside information.
- To consult where necessary with the Company’s advisers regarding the identification and treatment of inside information.
- To keep the adequacy of the Disclosure Procedures under review and monitor compliance with the same.
- To keep a written record of any decision to delay disclosure in accordance with MAR, and to consider the requirements for announcements in the case of rumours or leaks, including the need to issue holding announcements
- To oversee and, if deemed fit, approve any proposed market soundings and compliance with applicable regulatory requirements.
- To ensure that all regulatory announcements, shareholder circulars, prospectuses and other documents issued by the Company under any legal or regulatory requirements comply with applicable disclosure requirements.
UK Corporate Governance Code
The Code
The Board has taken the decision to move to complying with the Quoted Companies Alliance (“QCA“) Code for the 2024 financial year and onwards. The QCA Code is widely recognised as being an appropriate corporate governance code for mid-sized quoted companies such as Benchmark, and will provide the Group with more flexibility than the UK Corporate Governance Code 2018, while continuing to encourage good governance, engagement, reporting and effective board processes. The Board remains committed to maintaining effective corporate governance and integrity, enabling us to deliver our strategy for the long-term benefit of all our stakeholders.
An overview of the of the Company’s compliance with the principles of the UK Corporate Governance Code with which the Company chose to comply during the financial year ended 30 September 2023 is set out in the Directors’ Report included in the latest annual report and accounts, a copy of which can be found here and below. This information is reviewed annually and was last reviewed on 29 November 2023 based on the Company’s compliance against the Code as disclosed in the latest annual report and accounts.
The Board ‘s primary role is to ensure the Company’s long-term success by setting the Group’s strategic direction, ensuring that strategy is aligned with the Group’s purpose and culture, and promoting and protecting the Group’s interests for the benefit of all our stakeholders.
The Board is composed of highly experienced individuals who bring a range of skills, perspective and knowledge of the industry in which the Group operates. The Board has delegated customary responsibilities to its five principal committees in order to enable the Board as a whole to dedicate time to the Group’s key priorities and manage its time effectively.
At each Board meeting (when required), the agenda includes sufficient time for each committee chair to report to the Board on such committee’s activities and to provide recommendations.
In September 2023, the Board held its annual strategy day during which the Board held strategy discussions with senior management and conducted a thorough review of the Group’s strategy. The discussions provided insight to the Board on the progress made on strategy so far, and allowed an assessment and review of the objectives set as well as giving management and each Board member (especially the Non-Executive Directors) an opportunity to challenge and provide input on the Group’s strategy.
Division of Responsibilities
There is a clear division of responsibilities between Chairman and Chief Executive Officer which is described in further detail in the annual report for the year ended 30 September 2023.
The Chairman’s responsibilities are to:
- Lead the effective operation and governance of the Board.
- Set agendas which support efficient and balanced decision-making.
- Ensure effective Board relationships and a culture that supports constructive discussion, challenge and debate.
- Understand the views of key stakeholders and seek assurance that they have been considered.
- Oversee the annual Board evaluation and identify any actions required.
- Lead initiatives to assess the culture across the Group and ensuring the Board set the correct tone.
The Chief Executive Officer’s responsibilities are to:
- Lead the development and delivery of strategy and budget, to enable the Group to meet the requirements of its shareholders.
- Oversee operation of the day-to-day business of the Group.
- Lead and oversee the executive management team of the Group.
- Establish an environment which allows the recruitment, engagement, retention and development of the people needed to deliver the Group’s strategy.
The Non-Executive Directors’ responsibilities are to:
- Provide constructive challenge to the executives, help to develop proposals on strategy and monitor its execution.
- Ensure that no individual or group dominates the Board’s decision making.
- Promote the highest standards of integrity and corporate governance throughout the
Company and particularly at Board level. - Review the integrity of financial reporting and that financial controls and systems of risk
management are robust.
The Group Legal Counsel & Company Secretary’s responsibilities are to:
- Ensure compliance with Board procedures and support the Chairman.
- Secretary to the Board and its Committees.
- Ensure the Board has high quality information, adequate time and the appropriate resources.
- Advise and keep the Board updated on corporate governance developments.
- Consider Board effectiveness in conjunction with the Chairman.
- Provide advice, services and support to all Directors as and when required.
Committee terms of reference determine the authority given to each of the Board’s committees.
The Nomination Committee reviews the skills, experience, independence and knowledge of the Directors as a whole, to ensure the composition of the Board is suitable for the Company as it grows. The Nomination Committee and the Board actively considers and discusses Board diversity, which remains a focus. The Company undertook an internal review of Board and individual Director performance during the financial year, the results of which are discussed in more detail in the Company’s FY23 annual report.
The Nomination Committee leads the process for the appointment of new Directors, and follows a formal and rigorous process, with the assistance of independent external recruiters, and taking into account the Group’s policies regarding diversity.
The Board is responsible to stakeholders for ensuring that the Company has in place effective procedures for the management of risk, and that the principal risks faced by the Group are identified, assessed, appropriately mitigated and monitored.
Responsibility for oversight of the Group’s financial reporting procedures, internal controls and audit process is delegated to the Audit Committee, which also oversees the Group’s risk management framework. The Audit Committee provides regular updates to the Board on such matters.
The Board, supported by the Remuneration Committee, ensures that remuneration policies are designed to support the Company’s strategy and promote long-term sustainable success.
The Board considers that it has complied with the Code during the financial year covered ending 30 September 2023, except that:
- The Company’s remuneration policy was adopted in November 2020 and updated in November 2021 and applies to remuneration and awards made from November 2020 onwards. While the Company’s remuneration policy has been introduced to ensure the Company’s compliance with the new Code requirements relating to Directors’ remuneration, there is one element of the Code’s recommendations which has not been fully reflected by the new remuneration policy:
- The Company’s remuneration policy departed from the requirements of Provision 36 of the Code. The new remuneration policy includes a mandatory shareholding requirement which the Executive Directors will be required to achieve during their employment. For the time being the Company has not introduced a mandatory post-employment shareholding requirement for vested and unvested shares, however there is a two-year holding period applicable from the date of vesting, which continues to apply to Executive Directors’ vested awards despite any termination of employment and will prevent the Executive Directors from immediately disposing of awarded shares which remain subject to this holding period post-employment.
- The Company’s board composition does not comply with the Provision 11 of the Code. Excluding the Chairman, there are two executive directors, three non-independent non-executive directors, and three independent non-executive directors. However, considering that the Company has three significant shareholders, each holding more than 20 percent of the issued share capital, the Board believes that the current composition aligns with the best interests of the Company and its shareholders as a whole.
