Corporate governance

Our governance framework is designed to focus the Board on setting the Group’s purpose, values and strategy, on monitoring performance and on ensuring sound governance, including appropriate controls and balanced risk assessment.

Our governance structure

Our Board is responsible for Synthomer’s long-term success and setting the Group’s strategic direction and purpose, values and culture. It oversees Group strategy and risk assessment and is responsible for corporate governance and overall financial performance.

Our Audit Committee monitors the integrity of financial statements, and oversees internal controls and risk management process. It also manages relationships with our external auditor, including recommendations to the Board and shareholders on appointment and reappointment.

Our Nomination Committee reviews the composition of the Board in terms of skills, experience, diversity and size. It leads the process to appoint new Directors and senior management succession planning, and oversees the development of a Board and senior management succession pipeline. It also keeps non-executive and executive leadership skills and evolving needs under review and oversees Board evaluation processes.

Our Remuneration Committee sets, reviews and recommends the remuneration policy for the Chair, Executive Directors, and Executive Committee, and ensures the Remuneration Policy is properly implemented. It also reviews the design and approves targets of performance-related pay schemes, and reviews workforce remuneration and related polices.

Our Disclosure Committee monitors compliance with disclosure controls and procedures for material information, and is responsible for identifying inside information.

Our Executive Committee consists of our Chief Executive Officer, Chief Financial Officer, General Counsel and Company Secretary, President Coatings & Construction Solutions and EMEA, President Adhesive Solutions and Americas, President Health & Protection and Performance Materials and Asia and President, Strategy and M&A.

The Company’s progress against our sustainability strategy, Vision 2030 targets and 2050 net zero pledge is under the Board’s direct supervision. Given that these environmental, social and governance (ESG) matters are a key part of our strategy, we want to clearly show that the Board retains ultimate oversight of, and responsibility for, delivering against our stated ESG goals. At the Executive Committee level, in 2022 Synthomer formed the Executive Sustainability Steering Committee. It is chaired by the CEO, meets quarterly and is attended by the full Executive Committee.

The Company also has an Executive Risk Committee, which has been in place since 2022. This Committee is chaired by the CFO and ensures a robust process for identifying, prioritising, managing and controlling significant risks affecting the Group.

In accordance with the provisions of the UK Corporate Governance Code which was published in July 2018 by the Financial Reporting Council and best practice the following items are available to download: