Please update your browser
Unfortunately we no longer support Internet Explorer 8, 7 and older for security reasons.
Please update your browser to a later version and try to access our site again.
Many thanks.
The Board is actively engaged in creating and delivering value to shareholders, while leading and upholding the Company’s obligations to the wider communities in which it operates. Through active engagement and transparent reporting, we monitor management’s performance in delivering on strategy, maintaining internal controls and operating within risk appetite. The Board supports the long-term growth of the Company, not only through oversight of the finances of the business, but also through the development of the resources and talent it needs to continue to deliver value for shareholders, clients and employees within a framework that prioritises responsible investing.
The matters reserved for the Board were last updated and approved by the Board in December 2020.
In accordance with the UK Corporate Governance Code, the Board has adopted a formal schedule of matters reserved for its decision. This document details the issues that must be considered and decided on by the Board and which form the basis of the Board’s core agenda. A link to the full document is provided here and a summary is set out below:
The Board delegates all decision making on and management of the business to the Chief Executive Officer with the exception of the matters set out below which are reserved for Board decision:
Business purpose, strategy and oversight
Stakeholders
Risk appetite, capital structure, borrowing
Risk management and internal controls
Financial reporting and dividends
Board appointments
Remuneration
Corporate Responsibility
Providing a comprehensive induction programme for new directors is essential in order to assist them to become effective in their role as quickly as possible. Man creates a detailed induction programme for each director which is tailored to their individual needs. The programme is built around a series of meetings with Executive Committee members and the heads of key business units covering all aspects of the business. An outline of the main programme with an indication of the topics covered is given below. This is supplemented by additional technical briefings for Audit and Risk and Remuneration Committee members where required.
The Company’s articles of association (the ‘Articles’) set out the basis of the Company’s constitution and the rules by which it is run. They are a key element of corporate governance. Amendments to the Articles may only be made by a special resolution of shareholders which requires a majority of at least 75% to vote in favour.
The Articles cover the following main areas:
The risk appetite statements are set by the Board and cover all significant risk categories. They apply to both the investment management functions and Man Group itself. The statements express the Board’s appetite for risk, promote a risk aware culture and set out objectives and boundaries for Man Group’s business.
Terms of reference of the Audit and Risk Committee (the “Committee”) of the Board of Directors of Man Group plc (the “Company”) which were originally constituted by a resolution of the Directors passed on 23 August 1994. These revised terms of reference were approved by the Board on 11 November 2020.
The Committee supports the Board by performing defined roles in relation to the interim and annual financial statements; the Company’s relationship with its external auditor; the effectiveness of risk management and internal controls; and the review and monitoring of the Compliance and Internal Audit functions. Specific responsibilities are set out for each of these roles. The existence of the Committee does not relieve the directors of any of their responsibilities.
The members of the Committee shall be appointed by the Board in consultation with the Chair of the Committee. All members of the Committee shall be independent non-executive directors of the Company and the Committee as a whole shall have competence relevant to the sector in which the Company operates. The Committee shall consist of no fewer than three members, one of whom shall have significant, recent and relevant financial experience. The quorum shall be two independent non-executive directors but, in the absence of a quorum for a particular Committee meeting, the Committee may appoint such other independent non-executive director(s) (to be nominated by the Chair of the Committee) as are required, to act as alternate(s) for those members of the Committee who are unable to attend that meeting.
The Board shall, from time to time, review the composition of the Committee in order that, where appropriate, membership of the Committee rotates amongst the Company's independent non-executive directors.
The Chair of the Committee shall be appointed by the Board from amongst the independent non-executive directors.
The members of the Committee are:
The Chief Executive Officer, Chief Financial Officer (who also undertakes the role of Chief Risk Officer), Chief Operating Officer and General Counsel, Head of Internal Audit, and a representative of the external auditor will usually attend meetings on the invitation of the Committee. Other members of the senior management team will be invited to attend meetings as appropriate.
All non-executive directors and the Chair of the Board have the right to attend Committee meetings if they so wish.
Other relevant parties may attend meetings of the Committee if invited by the Committee.
There should be at least one meeting each year, or part thereof, where the external auditor attend without management present and similarly one such meeting with Internal Audit.
The Secretary of the Committee shall be designated by the Chair of the Committee. The Secretary of the Committee shall attend meetings and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.
In some circumstances it may be necessary for members to attend meetings by telephone or video conference, which shall be permitted.
Meetings shall be held not less than four times a year and, where appropriate, should coincide with key dates in the Company's interim and annual financial reporting cycle.
The external auditor or Head of Internal Audit may request an additional meeting of the Committee if they consider that one is necessary.
Meetings of the Committee shall be called by the Secretary of the Committee at the request of the Committee Chair or any of its members.
Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than five working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time.
The Committee shall be authorised by the Board to:
The Committee shall have access to sufficient resources in order to carry out its duties, including access to the company secretariat for advice and assistance as required.
The Committee shall work and liaise as necessary with other Board Committees, ensuring the interaction between Committees and with the Board is reviewed regularly.
The Committee shall monitor the integrity of financial information through review and challenge, where necessary, of the actions and judgements of management, in relation to the interim and annual financial statements before submission to the Board paying particular attention to:
The Committee shall, where requested by the Board, review the content of the annual/interim report and accounts and advise the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy.
The Committee shall review all statements to be included in the annual report concerning internal controls and risk management prior to endorsement by the Board. This shall include all other material information presented with the financial statements, such as the strategic report, the Directors’ statement regarding their robust assessment of the principal risks facing the Company and the corporate governance statement (insofar as it relates to the audit and risk management).
The Committee shall:
The Committee shall monitor the effectiveness of systems for risk management, capital adequacy, internal control and compliance, including a periodic review of:
The Committee shall, on behalf of the Board, ensure that a robust assessment of the principal risks facing the Company has been undertaken (including those risks that would threaten its business model, future performance, solvency or liquidity) and advise on the management and mitigation of these risks.
The Committee shall report to the Board on how, taking into account the Company’s position and principal risks, the Company’s prospects have been assessed, over what period and why the period is regarded as appropriate. The Committee shall also advise on whether there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the said period, drawing attention to any qualifications and assumptions as necessary.
In relation to the Board’s obligations under the UK Corporate Governance Code, the Committee shall monitor and, at least annually, carry out a review of the effectiveness of the Group’s risk management and internal controls systems and report its conclusions and recommendations to the Board. The review shall cover all material controls, including financial, operational and compliance controls, risk management systems and internal controls over financial reporting.
The Committee shall:
The Committee shall consider the following matters of relevance to the remuneration of Man staff:
The Secretary of the Committee shall circulate the minutes of meetings of the Committee to the Chair of the Committee and all members of the Board as appropriate.
Following each meeting, the Chair of the Committee shall report formally to the Board on its proceedings.
The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
The Chair of the Committee shall make reports formally to the Remuneration Committee ahead of the financial period end:
The Chair of the Committee or, as a minimum, another member of the Committee, shall attend the Board meeting at which the accounts are approved.
The Committee shall prepare a report on its activities to be included in the Company’s annual report (the “Committee Report”). The Committee Report shall include:
The Committee shall conduct an annual review of its effectiveness and recommend any necessary changes to the Board. An explanation of the how the Committee’s performance evaluation has been conducted shall be included in the Committee Report.
The Committee shall review, on an annual basis, these terms of reference and may recommend to the Board any changes it considers necessary.
The Chair of the Committee shall attend the Company's Annual General Meeting and shall answer any questions, through the Chair of the Board, on the Committee's activities and its responsibilities.
The Committee shall be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.
The terms of reference for the Nomination Committee were last updated and approved by the Board on 7 December 2020.
The terms of reference for the Remuneration Committee were last updated and approved by the Board in September 2020.
Our approach is intended to be equitable and robust against variable business conditions and timespans. As performance measurement and remuneration design continue to evolve we will keep these principles under continuous review to ensure that we are aligned with best practice and regulation. We remain open to continuing dialogue with our shareholders.
Our current (2019) Directors’ Remuneration Policy was approved by shareholders at our Annual General Meeting held on 10 May 2019 and became effective as of that date. The new Policy can be accessed below.
Please be aware that you are now exiting the Man Group website. Links to third party websites are provided only as a reference and courtesy to our users. Man Group has no control over such websites, does not recommend or endorse any opinions , information or content of such sites and makes no warranties as to the accuracy, completeness, reliability or suitability of their content. Man Group assumes no liability for the information contained in third party websites. Please note that the third party may have different terms of use, privacy and/or security policy from Man Group .
Please be aware that you are now exiting the Man Group website. Links to our social media pages are provided only as a reference and courtesy to our users. Man Group has no control over such pages, does not recommend or endorse any opinions or non-Man Group related information or content of such sites and makes no warranties as to their content. Man Group assumes no liability for non Man Group related information contained in social media pages. Please note that the social media sites may have different terms of use, privacy and/or security policy from Man Group .