Corporate Governance
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.
Board of Directors
Committee Membership
- Members of the Audit and Risk Committee: Lucinda Bell (Chair), Richard Berliand, Dame Katharine Barker, Jacqueline Hunt
- Members of the Nomination Committee: John Cryan (Chair), Lucinda Bell, Richard Berliand, Anne Wade
- Members of the Remuneration Committee: Anne Wade (Chair), Dame Katharine Barker, John Cryan, Richard Berliand, Jacqueline Hunt
Roles and Responsibilities
The matters reserved for the Board were last updated and approved by the Board in July 2021.
Roles and Responsibilities
Schedule of matters reserved for Board decision (July 2022)
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.
Directors' induction programme
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.
Board diversity policy
Articles of association
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:
- Shares including details of the different classes of shares and rights attaching thereto, transfers and share certificates.
- Directors including rules on their appointment and retirement, directors' powers, remuneration and conflicts of interest.
- Shareholder meetings including rules on providing notice, proxy appointment and voting.
- Borrowing powers, dividends, accounting records and shareholder communications.
Risk Appetite Statements
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 07 December 2021.
Membership
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:
Non-Audit Services policy
The terms of reference for the Nomination Committee were last updated and approved by the Board on 07 December 2021.
Members of the Nomination Committee
The terms of reference for the Remuneration Committee were last updated and approved by the Board on 07 December 2021.
Members of the Remuneration Committee
Statement of Remuneration Principles
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.
Directors’ Remuneration Policy
Our current (2022) Directors’ Remuneration Policy was approved by shareholders at our Annual General Meeting held on 6 May 2022 and became effective as of that date. The new Policy can be accessed below. All page references stated in the Policy relate to the 2021 Man Group plc Annual Report.
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