Our governance structure focuses the Board on strategy, monitoring performance and ensuring that we manage and control risk.
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, Performance Elastomers/President, Asia and Global HR; President, Functional Solutions/President, Europe; President, Industrial Specialities; President, Corporate Development; President, Operations; and Chief Technology Officer/President, Americas.
In 2018, Synthomer formed a cross-functional Sustainability Committee comprising representatives from all the key functions and businesses, as well as divisional presidents, and chaired by the Group Sustainability Director who reports directly to the Executive Committee. This ensures Synthomer’s sustainability agenda is aligned with Group strategy and helps to embed sustainability issues within our businesses.
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:
|Terms of references|
|Terms of reference of the Nomination Committee|
|Terms of reference of the Remuneration Committee|
|Terms of reference of the Audit Committee|
|Terms of reference – Disclosure Committee|
|Appointment letters of the non-executive directors|
|Caroline Johnstone (non-executive chair)|
|The Hon Alexander Catto|
|Dato' Lee Hau Hian|
|Holly Van Deursen|
|Section 430(2B) Companies Act 2006 Statement|
|the Synthomer Directors' Remuneration Policy|
|the Synthomer policy on the provision of non-audit services by the external auditor|
|the Rules of the Synthomer Performance Share Plan|
|the Articles of Association|
|the Memorandum of Association|