Investor relations

Governance

Good corporate governance is fundamental to the way that 3i, and its investee companies, conduct business. Particularly in the current volatile economic and political environment, effective oversight of strategy, risk management and people are vital to the delivery of long-term, sustainable value to the Group’s stakeholders. The Board must also remain responsive to the evolving regulatory environment and changing societal expectations of business.

Governance framework

The Board is responsible to shareholders for the overall management and oversight of the Group to ensure its long-term success. In particular, the Board is responsible for approving the Group’s strategy, setting the Group’s risk appetite, monitoring performance, and maintaining an effective system of risk management and internal controls. It is also responsible for the Group's approach to sustainability.

The Board is also responsible for ensuring that the Group has the necessary people, resources and structures to deliver the strategy

Board composition

Sector experience

  Tenure

  Gender diversity

 

Division of responsibilities

Role of the Chairman

  • Leads the Board in setting its agenda, approving strategy, monitoring financial and operational performance, and establishing the Group’s risk appetite.
  • Organises the business of the Board, ensuring its effectiveness, and maintains an effective system of internal controls.
  • Ensures that non-executive Directors receive relevant and accurate information to facilitate an open and effective discussion. This includes ensuring that the non-executive Directors receive regular reports on shareholders’ views on the Group.
  • Responsible for the composition of the Board and facilitates the effective contribution of non-executive Directors and constructive relationships between Executive and non-executive Directors.

Role of the Chief Executive

  • Direct charge of the Group on a day-to-day basis and is accountable to the Board for the financial and operational performance of the Group.
  • Chairs the Investment Committee to review the acquisition, management and disposal of investments.
  • Leads the Executive Management team to develop and implement the Group’s strategy and manage the risk and the internal control framework.
  • Reports to the Board on financial and operational performance, risk management and progress in delivering the strategic objectives.
  • Regularly engages with shareholders and other key stakeholders on the Group’s activities and progress.

Role of non-executive Directors

  • Scrutinise the performance of management in meeting agreed objectives and monitor the reporting of performance.
  • Seek assurance on the integrity of the financial information and that financial controls and systems of risk management are robust and defensible.
  • Determine appropriate levels of remuneration for Executive Directors and Executive Committee and have a prime role in appointing Directors and in succession planning.
  • Constructively challenge and help develop proposals on strategy; this occurs at meetings of the Board, and in particular at the annual review meeting to discuss ongoing strategy, the most recent of which took place in December 2017.

Directors’ independence

All the non-executive Directors (other than the Chairman (who was independent on appointment) and Mr P Grosch) were considered by the Board to be independent for the purposes of the Code in the year to 31 March 2018. Mr P Grosch is not considered independent because of his links with the Group’s Private Equity business including his position as chairman of Euro-Diesel, a company in which the Group is invested. The Board reviews non-executive Director independence at least annually, having regard to the potential relevance and materiality of a Director’s interests and relationships. Other than for Mr P Grosch, no Director was materially interested in any contract or arrangement subsisting during or at the end of the financial period that was significant in relation to the business of the Company. Mr P Grosch receives director’s fees from and is a shareholder in Euro-Diesel, a company in which the Group is invested.

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