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 purpose, values and culture, and strategic direction. 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 size, skills, diversity, experience and Board composition. 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 needs under review and oversees Board evaluation processes.

Our Remuneration Committee sets, reviews and recommends 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, Company Secretary and Chief Counsel, President Coatings and Construction Solutions and EMEA, President Adhesive Solutions and Americas, President Health & Protection and Performance Materials and Asia, President, Strategy and M&A, and Chief Human Resources Officer.

In 2023, the Board formally took ownership of the Company’s progress against our sustainability strategy, Vision 2030 targets and 2050 net zero pledge. 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, Synthomer has formed the Executive Sustainability Steering Committee chaired by the CEO.

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:

Matters reserved for the Board and Terms of references
Matters reserved for the BoardPDF
Terms of reference of the Nomination CommitteePDF
Terms of reference of the Remuneration CommitteePDF
Terms of reference of the Audit CommitteePDF
Terms of reference of the Disclosure CommitteePDF
Appointment letters of the non-executive directors
Caroline Johnstone (non-executive chair)PDF
The Hon Alexander CattoPDF
Dato' Lee Hau HianPDF
Holly Van DeursenPDF
Roberto GualdoniPDF
Ian TylerPDF
Other corporate governance documents
Synthomer Directors' Remuneration PolicyPDF
Synthomer policy on the provision of non-audit services by the external auditorPDF
Rules of the Synthomer Performance Share PlanPDF
Articles of AssociationPDF
Memorandum of AssociationPDF