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The Phoenix Group Board is committed to high standards of Corporate Governance, to protect our customers and shareholders and enhance our performance.
Audit Committee
Katie Murray is the Chair of the Audit Committee. The other members are Nicholas Shott and Mark Gregory. The composition of the Committee is in accordance with the requirements of the UK Corporate Governance Code that the Audit Committee should comprise a minimum of three independent non-executive directors of whom at least one member has recent and relevant financial experience, and that the Committee as a whole has competence relevant to the sector in which the Company operates. The Audit Committee met nine times during 2024.
The Audit Committee monitors and reviews the integrity of the financial reporting statements of the Group, including the annual and half-yearly reports and any other related financial statements and disclosures as required. The Committee reviews the effectiveness of the Group’s systems of internal control and whistleblowing procedures and is also responsible for reviewing the performance, objectivity and independence of the external and internal auditors.
The Company has adopted a Charter of Statutory Auditor Independence, which requires both the Company and the external auditor to take measures to safeguard the objectivity and independence of the external auditor. These measures include a prohibition regarding non-audit services in respect of specific areas, such as secondments to management positions, or which could create a conflict or perceived conflict. It also includes details of the procedures for the rotation of the external audit engagement partner.
Nomination Committee
Sir Nicholas Lyons is the Chair of the Nomination Committee. The other members are Karen Green, Mark Gregory, Katie Murray and Nicholas Shott. The composition of the Nomination Committee is in accordance with the requirement of the UK Corporate Governance Code and the Committee’s Terms of Reference that a majority of its members should be independent Non-Executive Directors. The Nomination Committee met six times in 2024.
The Nomination Committee is responsible for considering the size, composition and balance of the Board, the retirement and appointment of Directors; succession planning for the Board and senior management, focusing on the development of a diverse succession pipeline and making recommendations to the Board on these matters.
The standard process used by the Committee for Board appointments involves the use of an external search consultancy to source candidates external to Phoenix. The same process is followed for executive appointments, however the Board may also consider internal candidates. Detailed assessments of short-listed candidates are undertaken by the search consultancy, followed by interviews with Committee members and other Directors and the sourcing of references before the Committee recommends the appointment to the Board.
Remuneration Committee
Nicholas Shott is the Chair of the Remuneration Committee. The other members are Karen Green, Belinda Richards and Maggie Semple. The composition of the Committee is in accordance with the requirements of the UK Corporate Governance Code that the Remuneration Committee should consist of a minimum of three independent Non-Executive Directors. The Remuneration Committee met five times during 2024.
The Remuneration Committee is responsible for establishing a framework for remuneration throughout the Group, with a particular focus on risk, and setting and maintaining appropriate levels of remuneration for Executive Directors of the Company. The Committee is also responsible for overseeing the Group’s share plans, regulatory requirements and guidance regarding executive remuneration and makes recommendations to the Board on these matters. Details of the remuneration structure and the Committee's activities in 2024 are provided in the Directors Remuneration report.
Remuneration Committee Terms of Reference
Companies Act 2006 section 430 (2B) Statement - Rakesh Thakrar
Risk Committee
Mark Gregory is the Chair of the Risk Committee. The other members are Belinda Richards and Karen Green. The composition of the Committee is in accordance with the Committee’s Terms of Reference which requires the Committee to comprise of at least three Independent Non-Executive Directors. The Risk Committee met eight times in 2024.
The primary role of the Risk Committee is to provide oversight and advice to the Board on current and future risk exposures of the Group. This can include but not limited to strategic developments, determination of risk appetite and tolerance, the appropriateness of the Group’s capital and liquidity requirements (including stress testing) and adequacy of its non-financial reporting controls.
The Committee provides oversight on the risk management approach set out in the Group’s Risk Management Framework, having regard to the Group’ strategic priorities, purpose and culture in doing so. It will provide advice, oversight and challenge on the effectiveness of the framework in supporting informed and controlled risk taking within the stated risk appetite.
Sustainability Committee
Karen Green is the Chair of the Board Sustainability Committee. The other members are Maggie Semple and Nicholas Shott. The composition of the Committee is in accordance with the Committee’s Terms of Reference which requires the Committee to comprise of at least three Independent Non-Executive Directors. The Sustainability Committee met five times in 2024.
The Sustainability Committee is responsible for assisting the Board in overseeing the Group’s sustainability strategy and related activity, and approach to ESG matters. The Committee supports and advises the Board on matters relating to the Group’s sustainability reporting (working with other Board Committees as appropriate). In addition, the Committee will support the Board in the achievement of corporate culture and Diversity, Equity and Inclusion (‘DE&I’) oversight, aligned with the Group’s purpose and values.
Role of the Chair of the Phoenix Group Holdings plc Board
The Chair of the Group has overall responsibility for the leadership and effective operation of the Board and the Group Chief Executive. Please find the full role profile for the Chair here.
Role of the Group Chief Executive Officer (‘CEO’)
The Group CEO is accountable and reports to the Board and is responsible for running the Group’s business within the authority limits delegated to him or her by the Board. Find the role profile for the Chief Executive Officer here.
Role of the Senior Independent Director
The Senior Independent Director role profile can be found here.
Role of designated Non-Executive Director for Workplace Engagement
The Workplace Engagement Role can be found here
The Board has established this list of Matters Reserved which must go to the Board for approval, subject to any legal or regulatory rights of shareholders.
The Board delegates its powers to Board Committees through Terms of Reference. The Board also delegates its powers to management through Delegations of Authority.
There are Matters Reserved for the boards of directors of the Life Companies as certain decisions are reserved to those boards for approval (e.g. policyholder bonus rates and investment management agreements).
