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Our strong governance framework is our starting point for meeting our purpose and overseeing our strategy. It underpins how the Board fulfils its responsibilities, with each committee playing a distinct, yet key, role.

Governance framework

Nomination Committee Audit and Risk Committee Remuneration Committee
Executive Team


Key matters reserved for the Board:

  • Purpose

  • Strategy

  • Setting the Group’s culture, standards and values

  • Internal controls and risk management

  • Financial reporting and viability

  • Capital and liquidity

  • Board and Committee appointments

  • Corporate governance matters

  • ESG & stakeholder matters

  • Material contracts.

View the Schedule of Matters Reserved for the Board here.


  • Leads the Board, facilitating the contribution of all Directors and promoting an open and constructive relationship between the Executive and Non-Executive Directors
  • Ensures the effectiveness of the Board
  • Oversees the development of the Group’s purpose, values and culture
  • Promotes high standards of corporate governance
  • Available to shareholders and fosters dialogue with other key stakeholders.


Senior Independent Director

  • Acts as a sounding board for the Chair and leads the evaluation of his performance
  • Serves as a trusted intermediary for other Non-Executive Directors
  • Available to shareholders, particularly when their concerns have not been resolved through other channels.


Non-Executive Directors

  • Contribute to the development of the strategy and scrutinise its execution by management
  • Provide both objective and constructive challenge, and support, to the development of Board proposals and the performance of management. Monitor management’s progress against agreed
    performance objectives.


Employee Engagement Director

  • Facilitates two-way communication between the Board and the workforce through a programme of engagement initiatives
  • Enhances the voice of the workforce by feeding their views into the Board decision-making process.


Chief Executive Officer

  • Responsible for the day-to-day management of the Group
  • Develops the strategy and commercial objectives for approval by the Board, and leads the management in delivering them within the risk appetite approved by the Board
  • Promotes the embedding of the Group’s culture throughout the organisation
  • Leads the relationship with institutional investors and other stakeholders.


Chief Financial Officer & Chief Operating Officer

  • Manages the Group’s financial and operational affairs and supports the CEO in the management of the Group
  • Alongside the CEO, represents the Group in meetings with institutional shareholders and other stakeholders.
  • In conjunction with the CEO, takes responsibility for overseeing all ESG matters.


View the Roles of the Chair, Chief Executive Officer, Senior Independent Director and Employee Engagement Director here.

  • Acts as first point of contact for the Chair and Non-Executive Directors, and facilitates the induction of new Non-Executive Directors
  • Facilitates information flows between the Board and its Committees, and between management and the Board
  • Advises the Board on all governance matters and ensures good governance practices throughout the Group.
  • Assists the CEO in running the business and delivering the strategy
  • Develops and implements strategy and goals, operational plans, procedures and budgets, and monitors business performance (including competitive pressures)
  • Oversees the assessment and control of risk.


Reviews the effectiveness of the Board, and its structure, size, composition and diversity. Leads succession planning for the Board and oversees succession plans for senior management.

Clarksons Audit and Risk Committee

Monitors the integrity of the financial reporting for the Group and manages the relationship with the External Auditor. Oversees the effectiveness of the risk management and internal control systems.

Sets the remuneration policy and packages for the Executive Directors and other members of the senior management team, whilst having regard to pay across the Group. Approves the remuneration of the Chair.


29/06/2023 Audit and Risk Committee Terms of Reference pdf
29/06/2023 Nomination Committee Terms of Reference pdf
29/06/2023 Remuneration Committee Terms of Reference pdf
29/06/2023 Schedule of Matters Reserved for the Board pdf