Corporate governance

Hastings Group Holdings plc's main decision making body is the Board of Directors.

The Board provides leadership within a framework of prudent and effective controls enabling risk to be assessed and managed. It also carries ultimate responsibility for the effective direction and control of the Group and is accountable to shareholders for financial and operational performance.

Executive and Non-Executive Directors have the same statutory duties but are subject to a clear division of responsibilities. It is the responsibility of the Chair to lead and manage the Board and for Non-Executive Directors to monitor, review and challenge Executive Directors and senior management by acting in the interest of the Company’s stakeholders. The overall responsibility for the day to day management of the Group is delegated to the Chief Executive Officer. The Chief Executive Officer is supported in this role by senior executive management responsible for management oversight of the Group and its subsidiaries. The roles and responsibilities of the Chair, Chief Executive Officer and Senior Independent Director are clearly defined and allocated.

The Board delegates certain matters to various Committees. The Board has five Committees: 

The Risk Committee provides oversight and advice to the Board on current and potential future risk exposures and risk strategy of the Group. It reviews the Group’s performance on risk appetite and oversees the effectiveness of the Group Risk Management Framework. It also ensures that responsibility for managing and monitoring risk in each of the regulated subsidiaries has been effectively delegated to the respective boards of directors.

The Audit Committee assists the Board in discharging its responsibilities for the integrity and disclosure of the financial affairs of the Group. It ensures that the Company complies with accounting policies and financial reporting obligations as well as monitoring the system of internal controls and the Group’s processes for internal and external audit.

The Nomination Committee assists the Board in the selection and appointment of Directors in line with Group requirements. It reviews the structure, size and composition of the Group’s boards and membership and chairship of Committees. It also reviews succession planning at Board and senior executive management levels.

The Remuneration Committee assists the Board in, and has oversight of, the Group’s policy on remuneration and makes recommendations to the Board on the remuneration of Executive Directors and senior executive management in the Company and its operating subsidiaries.

The Disclosure Committee is responsible for monitoring, evaluating and enhancing disclosure controls and procedures in respect of the Group announcements that are required to be made in compliance with the Market Abuse Regulation, including approving public announcements at short notice where it is not possible to convene a formal Board meeting. The Committee comprises the Chief Executive Officer and Chair only, with the Chief Financial Officer and Senior Independent Director acting as their respective deputies.

Board and Committee meetings are structured to allow sufficient time for consideration of all items and each chair encourages constructive debate and challenge. Committees are authorised to obtain outside legal or other independent professional advice if required. The chair of each Committee reports to the Board on matters considered by each Committee at the subsequent Board meeting as appropriate. All Directors have access to the minutes of each Committee.

Each Committe has its own Board approved Terms of Reference which are reviewed annually and these are provided below.  The outputs from each Committee are reported to the Board by the Committee Chairman ensuring the Board maintains the necessary oversight. The membership of these Committees can be found here.

The Company is subject to the UK Corporate Governance Code and the assessment of its compliance is provided within the Company's latest Annual Report which can be found here. The Board confirms that it fully complied with the Code as at 31 December 2019, with the exception of the independence of the Board Chair upon appointment which was fully explained and justified at the time of appointment. The full provisions in the Code is available on the FRC’s website www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code.

Section 172 Statement (“Statement”)

As required by the Companies (Miscellaneous Reporting) Regulations 2018 the Company has published its Statement within its Annual Report for the financial year ended 31 December 2019. The Annual Report and the Statement can be found here.

Terms of Reference