Corporate Governance
The Board has a governance framework in place to give further assurance to shareholders that the Board is committed to the highest standards of corporate governance. The Company will apply the principles and comply with the provisions of the UK Corporate Governance Code.
Our Board has established the following committees:
- a Remuneration Committee;
- an Audit Committee;
- a Nomination Committee;
- a Clinical Governance Committee; and
- a Related Party Transactions Committee.
Each Committee is constituted with formally delegated duties and responsibilities and with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises. All the committees will perform their duties on behalf of the Board and the Board will be responsible for constituting, assigning, co-opting and fixing the terms of service for the committee members.
Audit Committee
The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits, and risk management and controls, including:
- Reviewing the Company's annual financial statements;
- Reviewing and monitoring the extent of the non-audit work undertaken by external auditors;
- Advising on the appointment of and reviewing the ongoing effectiveness of the external auditors;
- Reviewing the work undertaken by, and the effectiveness of the Company's internal auditors;
- Legal and regulatory compliance;
- Internal policies and controls; and
- Risk management systems
In addition, the Audit Committee prepares an annual report, included in the Group's Annual Report, which sets out the work that the Committee has done and its key findings, its review of the Group's audited financial statement, and results of its risk management and internal audit and control systems reviews. The ultimate responsibility for reviewing and approving the accounts and the half yearly reports will remain with the Board.
The Audit Committee normally meets four times a year and otherwise as requested by any member of the Audit Committee. The Group Company Secretary acts as Secretary to the Committee. The Chief Executive Officer and Chief Financial Officer normally attend each meeting of the Committee.
Clinical Governance Committee
The Clinical Governance Committee will assist the Board in discharging its responsibilities in overseeing governance structures, processes and controls that are in place across NMC Healthcare hospitals to:
- Promote safety and excellence in patient care;
- Identify, prioritize and manage risk arising from clinical care on a continuing basis;
- Ensure the effective and efficient use of resources through evidence-based clinical practice;
- Protect the Health & Safety of employees and all others; and
- The review of service quality primarily through patient satisfaction indicators.
The Clinical Governance Committee will review the systems of clinical governance, monitoring that they operate effectively, and that action is being taken to address any areas of concern and encourage continuous improvement and obtain assurance that systems are in place to deliver it.
The Clinical Governance Committee will review clinical performance indicators quarterly to gain assurance and review compliance to both local Health Authorities and Joint Commission International requirements and standards.
The Chair of the Committee will liaise regularly with the Chair of the Audit Committee to ensure that any risks highlighted in the review work of each of the Committees is known within each committee in order that both committees can effectively challenge management in relation to key business risks.
The Chief Operating Officer (Healthcare) and Senior Vice President - Quality normally attend each meeting of the Committee.
Nomination Committee
The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board, performance of Board members, Induction of new directors, appointment of committee members and succession planning for Board members and senior management. The Nomination Committee is responsible for determining the appropriate skills and characteristics required of our directors and directors of our subsidiaries. In particular, the Nomination Committee assists in:
- Identifying individuals qualified to become Board members;
- Recommending individuals to be considered for election at the next Annual General Meeting of the Company or to fill vacancies;
- Preparing a description of the role and capabilities required for a particular appointment;
- Developing and recommending to the Board appropriate corporate governance guidelines.
The Nomination Committee will also undertake annual reviews in light of the current composition of the Board and assesses various attributes of each Board member, including the value of their contributions to the business community, leadership, character, judgement, expertise, independence and competency. The duties and activities of the Nomination Committee during the year will be disclosed in the Company's accounts.
The Nomination Committee meets formally at least once a year and otherwise as requested by the Chair of the Nomination Committee.
Remuneration Committee
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including :
- making recommendations to the Board on the Company's policy on remuneration;
- executive incentive program share grants; and
- determining the individual remuneration and benefits package for each of the Executive Directors and members of senior management.
The Remuneration Committee takes note of human resources policies for employees who are below senior management level. No committee member will be allowed to participate in any discussion or decision regarding his/her own remuneration and the Chief Executive Officer will not be present when the Remuneration Committee discusses issues relating to his remuneration. All other recommendations must be referred to the Board for approval. The duties and activities of the Remuneration Committee during the year will be disclosed in the Company's accounts.
Related Party Transactions Committee
The Related Party Transactions Committee is constituted by the Board to have independent oversight over related party transactions across the Group. This Independent Committee principally has a role to:
- Independently review and oversee the framework operated by the Group in relation to any RPTs which the Group has or will enter into;
- Appoint independent external advisers to:
- Advise the committee on the regulatory framework, operating across the Group's sphere of operation, which may affect contracts entered into with related parties and
- Review all related party contracts and transactions.
- Report to the Board on the processes relating to, and the effectiveness of, controls ensuring RPT's are entered into on normal commercial terms;
- Report to the Board on the availability and appropriateness of alternative suppliers for contracts entered into with related parties; and
- Ensure that processes and controls are in place to provide assurance that all RPTs are being correctly identified and disclosed.
The Committee will report regularly to the Board. It is a full Committee of the Board and the Company will disclose its activities in the Group's future Annual Reports alongside the reports of the other Board Committees.