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Our committees

The Board

Key purpose of the Board

The Board is collectively responsible for the sustainable longterm success of the Company and provides leadership and direction to management. Accordingly, the Board reviews and agrees the strategy for the group, proposed by the Executive Directors, on an annual basis and reviews certain aspects of the strategy at Board meetings during the year. In setting the strategy, the Board takes account of matters such as: market trends; competitive environment; private/public sector approach; international aspects of the business and opportunities; finance; shareholder returns; people and talent; and the Mitie Model, ensuring at all times that sufficient consideration is given to risk and internal controls.

Key responsibilities

There are key matters and responsibilities that are set aside to be dealt with exclusively by the Board. These include:

  • Strategy – including setting group strategies and objectives
  • Structure – including approval of material changes to the group’s structure
  • Financial reporting – including approving the group’s Half-Year and Annual Report and Accounts, and approving business plans and budgets and monitoring performance against them
  • Internal controls – including ensuring that a sound system of internal controls is maintained which is designed to safeguard assets and ensure the reliability of financial information for both internal use and external publication; and reviewing and monitoring the effectiveness of those risk and control processes, with the assistance of the Audit Committee through Internal Audit and the Group Enterprise Risk framework
  • Acquisitions, disposals and contracts – including approving material acquisitions, disposals and business start-ups (including any material transactions outside of the normal course of business)
  • Corporate governance matters – including undertaking a formal and rigorous review annually of its own performance and that of its committees and individual directors; determining the independence of directors and reviewing the group’s overall corporate governance arrangements
  • Delegation of authority – including the division of responsibilities between the Chairman and the Chief Executive and approval of terms of reference of Board Committees
  • Communication – including making arrangements for dialogue with shareholders and canvassing shareholder opinion
  • People – including consideration of appointments to and resignations from the Board, changes to the structure, size, composition and diversity of the Board and ensuring adequate succession planning for the Board and senior management
  • Policies – including approval of group policies relating to share dealing, code of conduct, health and safety, corporate social responsibility and ethical trading
  • Other matters – including approval of new material banking facilities; appointment of principal professional advisors; approval of the annual renewal of the group’s insurance arrangements; and material changes to the rules or statement of investment principles of the group’s pension schemes.

The Directors are mindful of their legal duties to act in a way they consider, in good faith, will be most likely to promote the success of the Company for its shareholders, having regard also to other stakeholders. 

For more information about The Board, view our annual report

Audit Committee

Key purpose of the Audit Committee

The Audit Committee provides effective governance over the appropriateness of the group’s financial reporting, and the performance of both the Internal and External Audit functions. The Committee also oversees the group’s internal control systems, business risks management and related compliance activities. The Committee meets with the external auditor and the Head of Internal Audit without the Executive Directors present. As Chairman of the Committee, Mark Reckitt will be available at the AGM to answer any questions about the work of the Committee.

Key responsibilities of the Audit Committee

The key responsibilities of the Audit Committee include:

  • Monitoring the integrity of the financial statements of the Company, including its Half-Year Report and the Annual Report and Accounts, preliminary results announcements and any other formal announcement relating to its financial performance, reviewing and reporting to the Board on significant financial reporting issues and estimates and judgements having regard to matters communicated to it by the external auditor
  • Reviewing summary financial statements, significant financial returns to regulators and any financial information contained in certain other documents, such as announcements of a price sensitive nature
  • Reviewing the Half-Year Report and Annual Report and Accounts, including the fair, balanced and understandable statement, statements concerning internal controls and risk management, all other material information presented with the financial statements including the strategic report, the annual viability statement, the corporate governance statements (insofar as they relate to the audit and risk management), and recommending the same for Board approval
  • Keeping under review the adequacy and effectiveness of the group’s internal financial controls and internal control and risk management systems (being the systems established to identify, assess, manage and monitor financial and other risks)
  • Providing advice on how, taking into account the Company’s position and principal risks, the Company’s prospects have been assessed, over what period, why the period is regarded as appropriate and 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 or assumptions as necessary, reviewing, and challenging where necessary accounting policies and key areas of accounting judgement
  • Reviewing the external auditor’s audit plan, nature and scope of work and overall summary of key issues and judgements
  • Assessing the effectiveness of the external auditor including the appropriateness and skills of its audit team and the quality of its services
  • Agreeing the audit fee for the year
  • Considering and making recommendations to the Board, to be put to shareholders for approval at the AGM, in relation to the appointment, re-appointment and removal of the group’s external auditor
  • Ensuring the group’s compliance with the Competition and Markets Authorities Statutory Audit Services Order, in particular with regard to audit tender
  • Reviewing and monitoring compliance with the Non-Audit Services Policy and maintenance of auditor independence
  • Reviewing the group’s consolidated risk register prior to its approval by the Board
  • Monitoring and reviewing the role and effectiveness of the group’s internal audit function, reviewing the internal audit plan and ensuring the internal audit function has adequate resources and appropriate access to information to enable it to perform its function effectively
  • Reviewing key internal audit reports and findings
  • Reviewing the adequacy and security of the group’s arrangements for its employees and business partners to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters (ensuring that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action)
  • Reviewing the group’s procedures for detecting fraud
  • Reviewing the group’s systems and controls for the prevention of bribery
  • Considering management’s response to any major internal or external audit recommendations
  • Monitoring the effectiveness of the external audit and risk management systems and functions

For more information about the Audit Committee, view our annual report

Nomination committee

Key purpose of the Nomination Committee

The Nomination Committee evaluates the composition, diversity, experience, knowledge, skills and independence of the Board and its committees. This allows the appropriate balance to be maintained and ensures the continued effectiveness of the Board. The Committee also ensures that appropriate succession plans for the Non-Executive Directors, Executive Directors and the group’s senior management are also kept under review, taking into account the challenges and opportunities facing the group, and the diversity, skills and expertise that are therefore required in the future.

Key responsibilities of the Nomination Committee

The key responsibilities of the Nomination Committee include

  • Making recommendations to the Board regarding succession planning for Directors and other senior executives, and in particular for the key roles of Chairman and Chief Executive
  • Reviewing the structure, size and composition of the Board (including its skills, knowledge, experience and diversity), making recommendations to the Board with regard to any changes and setting targets for diversity
  • Keeping under review the leadership needs of the group in order to ensure it continues to compete effectively in the marketplace
  • Making recommendations to the Board concerning the following
    • Potential candidates to fill Board vacancies when they arise
    • The appointment of any director to executive or other office
    • Suitable candidates for the role of Senior Independent Director
    • Re-appointment of any Non-Executive Director at the conclusion of their specified term of office (particularly in relation to directors being re-elected for a term beyond six years)
    • The appointment of the Company Secretary
    • Membership of the Board committees
    • Any matters relating to the continuation in office of any Director
  • Keeping up to date and fully informed about strategic issues and commercial changes affecting the group and the market in which it operates
  • Reviewing the results of the Board performance evaluation process that relate to the composition of the Board

For more information about the Nomination Committee, view our annual report

Remuneration Committee

What is the Committee’s key purpose?

The Remuneration Committee has responsibility for determining the remuneration of Mitie’s Executive Directors and the Chairman, taking into account the need to ensure Executives are properly incentivised to perform in the interests of the Company, our people and our shareholders.

What are the Committee’s key responsibilities?

The Remuneration Committee's key responsibilities are:

  • Shaping and agreeing with the Board the policy framework for the remuneration of Executive Directors and certain aspects of the remuneration of senior management
  • Determining the total individual remuneration package of each Executive Director with due regard to the performance of the individual in line with the agreed remuneration policy
  • Agreeing Executive Directors’ contractual terms
  • Acting on behalf of the Board in connection with the establishment and administration of the group’s current and/or future share plans, including the selection of participants, determining the structure of awards and the setting of performance targets
  • Overseeing the remuneration policy for the group as a whole
  • Drafting and approving the Directors’ remuneration report and any remuneration related resolutions to be put to the shareholders at the group’s AGM

For more information about the Remuneration Committee, view our annual report