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Corporate governance

The right skills and experience

At Spectris, we are committed to maintaining high standards of corporate governance, both at the Board level and throughout the Group. We see this as fundamental to the effective and responsible management of the business and for the delivery of shareholder value over the long term. The skills and experience of the Board are set out in their biographies.

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Board & Committees

How the Board Operates

The Chairman leads the Board and ensures its effectiveness. He also organises its business and sets its agenda. In addition to the Chairman, there are also independent non-executive Directors who have a range of strong and complementary skills.

Before each Board and Committee meeting, relevant reports and papers, including financial performance data and detailed updates on the progress and implementation of the strategic plan where appropriate, are circulated to Directors. The Board has the opportunity to discuss these reports and updates and to challenge directly the Executive Directors and other senior management, who attend all or part of the Board meetings.

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The key responsibilities and areas of focus for the Board

 

Strategy

Contribute to the development of, and agree, the Group’s strategy. This includes through review and discussion of reports and updates at Board meetings as well as through the annual strategy review meeting which is attended by the Board and, where relevant, other senior management.

Evaluation and composition

Review the performance of the Board and its Committees to ensure that they are effective. Ensure that the Board and its Committees comprise competent and capable individuals with a diverse range of skills and experience who provide challenge to management and bring independent views to the decisions being made.

Group financial and operational performance

Review and monitor the performance of the Group, including through regular reporting and discussions with the Executive Committee and other senior management.

Internal controls

Maintain an appropriate internal control framework.

Risk

Ensure that there are effective risk management policies and processes in place and an appropriate governance structure.

Senior management

Ensure that the Executive Committee has the skills and resources to deliver the strategy and that appropriate succession and contingency planning is in place.

Matters delegated by the Board to management include implementation of the Board approved strategy, day-to-day management and operation of the business, the appointment and remuneration of all staff below the Executive Committee and the formulation and implementation of risk management policies and processes.

Spectris does not make any contributions to and spending for political campaigns, political organizations, lobbyists or lobbying organizations, trade associations and other tax-exempt groups.

It is the Board’s responsibility to ensure that there is an effective organisational and reporting structure in place such that there are clear reporting lines within the Group and well defined roles and responsibilities. This is to ensure that the right decisions are being made with involvement from the right people.

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board room
board room

Executive Committee

Day-to-day management of the Group is the responsibility of the Chief Executive. To assist him in this role, the Chief Executive has established an Executive Committee. The skills and experience of the Executive Committee are set out in their biographies.

Authority for operational decisions is delegated by the Board to senior management at operating company level, over which the Executive Directors exercise supervision.

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andrew heath
andrew heath

Governance documents

The Board has approved a schedule of matters reserved to it and its duly authorised Committees for decision.

Schedule of Board matters

The Directors’ powers are subject to the Company’s Articles of Association and applicable regulation.


Articles of Association

The roles of the Chairman and Chief Executive are separate, with both having distinct and clearly defined responsibilities which are established in written terms of reference that have been agreed by the Board.


Role profile of the Chairman
Role profile of the Chief Executive

The Board is assisted by various Committees of the Board which report regularly to the Board. In undertaking its duties, the Board delegates certain authorities and decisions to its Committees, notably the Nomination, Remuneration, and Audit and Risk Committees. The membership of these Committees is regularly reviewed by the Board. When considering Board Committee membership and chairmanship, the Board aims to ensure that undue reliance is not placed on particular Directors.


Remuneration Committee's terms of reference
Nomination Committee's terms of reference
Audit and Risk Committee's terms of reference

 

The Code requires that the Board has a policy on non-audit services provided by the external auditor ('the policy').


Policy on non-audit services

Remuneration policy

The current Directors’ Remuneration Policy was approved by shareholders at a General Meeting in December 2019 and took effect from 1 January 2020. In line with current regulations, this policy may operate for the next three years after which, it will be reviewed and shareholder approval of a new remuneration policy will be sought. The policy can be viewed

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corp gov remuneration v2
corp gov remuneration v2

Click here for our 2021 Annual Report


Discover more
2021 Annual Report

 

banner ARA 21 v2
banner ARA 21 v2

Code of Business Ethics

Click here to read our publication "Winning Right – Our Code of Business Ethics" in English. To read the publication in another language, click here.

ethics report cover v4
ethics report cover v4