We are committed to maintaining effective corporate governance and integrity so that we can promote the long-term sustainable success of the Group, generate value for our shareholders, take into account the interests of our customers, employees and suppliers, and contribute to our wider society.
Corporate governance is the framework through which we build our business and form our decisions at ZIGUP plc.
Board of Directors
The composition of the Board, including the Directors’ Board Committee memberships and their biographical details can be found here:
Visit Board pageThe Board’s objective is the long-term sustainable success of the Group. The Board assesses the basis on which the Company generates and preserves value over the long term.
Board responsibilities
The Board’s key responsibilities include:
- monitoring progress against the strategy of the Group and ensuring long term success for the benefit of all stakeholders;
- ensuring that adequate resources are available so that strategic objectives may be achieved through the annual planning process and ongoing monitoring;
- ensuring that the Group’s internal control systems and risk management processes (both financial and operational) are fit for purpose and operating as they should be;
- reporting to and maintaining relationships with the Group’s shareholders and other stakeholders, including managing the Group’s general meetings and proposing relevant matters to shareholders for approval;
- compliance with laws and regulations and good corporate governance; and
- setting and managing the Group’s dividend, treasury, insurance and remuneration policies and managing major capital expenditure, M&A and the Group’s board and governance structure.
Board committees
Chair: Avril Palmer-Baunack
Members: John Pattullo, Mark Butcher, Bindi Karia and Nicola Rabson
Responsibilities
The Nominations Committee’s key responsibilities include:
- reviewing the structure, size, skills and experience of the Board and making recommendations regarding any changes;
- considering succession planning for Directors and other senior executives; and
- making recommendations to the Board for candidates to fill Board vacancies when they arise or to fulfil the need for additional Directors.
| File Name | Size |
|---|---|
| Nominations Committee Terms of Reference | 353 KB |
| Nominations Committee Report 2024 | 117 KB |
Chair: Mark Butcher
Members: Bindi Karia, John Pattullo and Nicola Rabson
Responsibilities
The Audit Committee’s key responsibilities include:
- monitoring the integrity of financial reporting and the Group’s systems of internal control risk management systems on behalf of the Board, including reviewing the work of Group Internal Audit;
- overseeing the statutory audit process;
- monitoring quality of the audit process and resultant findings; and evaluating auditor effectiveness;
- monitoring independence and objectivity, including monitoring auditor rotation and developing policy on non-audit services provided;
- approving auditor’s remuneration and terms of engagement; and
- overseeing audit tender processes from time to time.
| File Name | Size |
|---|---|
| Audit Committee Terms of Reference | 574 KB |
| Audit Committee Report 2024 | 151 KB |
Chair: John Pattullo
Members: Avril Palmer-Baunack, Mark Butcher, Bindi Karia and Nicola Rabson
Responsibilities
The Remuneration Committee’s key responsibilities include:
- assessing, reviewing and agreeing with the Board the remuneration policy for the Board and senior management excluding the Non-executive Directors;
- assessing and reviewing the remuneration policy and benefit structure for Group employees; and
- monitoring the share incentive plans including participation and exceptional circumstances and amending the design of the plans in line with best practice.
| File Name | Size |
|---|---|
| Remuneration Committee Terms of Reference | 373 KB |
| Remuneration Committee Report 2024 | 156 KB |
Articles of Association
| File Name | Size |
|---|---|
| Articles of Association | 499 KB |
Executive team responsibilities
Executive Directors responsibilities
It is the responsibility of the Executive Directors to:
- Ensuring the Group strategy is executed effectively through the Executive Committee;
- monitoring Group performance;
- Managing the Group’s financial affairs; and
- Implementing the systems of internal control.
Group Management Boards responsibilities
The Group has management boards in the UK and Ireland as well as in Spain. Their key responsibilities include:
- Developing and implementing strategy;
- Overseeing operational plans;
- Devising Group policies and procedures;
- Monitoring operational and financial performance;
- Assessing and controlling risk; and
- Prioritising and allocating Group resources.
