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 and is responsible for its overall effectiveness in directing the Company.
  • Leads the Board in establishing the purpose, values and culture of the Company.
  • 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 Directors receive accurate, timely and clear information. This includes ensuring that the non-executive Directors receive regular reports on shareholders’ views on the Group.
  • Responsible for the composition of the Board, facilitates constructive Board relations and the effective contribution of all 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 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

  • Provide constructive challenge, strategic guidance and hold management to account.
  • Scrutinise the performance of management and individual Executive Directors 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 together with the Chairman, have a prime role in appointing Directors and in succession planning for the Board.
  • 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 2019.
  • Ensure that they have sufficient time to meet their Board responsibilities.

Role of the Senior non-executive Director

  • The Senior non-executive Director provides a sounding Board for the Chairman and serves as an intermediary for the other Directors and the shareholders, and has a prime role in succession planning for the Chairman.

Directors’ independence

The Board currently comprises the Chairman, seven non-executive Directors and two Executive Directors. Mr S R Thompson, Mr J P Asquith, Ms C J Banszky, Mr S A Borrows, Mr S W Daintith, Mr P Grosch, Mr D A M Hutchison, Ms C L McConville and Mrs J S Wilson served as Directors throughout the year under review. Ms A Schaapveld served as a Director during the year from 1 January 2020. The Board regularly considers the independence of non-executive Directors. The Board considers all of the Company’s non-executive Directors to be independent save for Mr Grosch because of his links with the Group’s Private Equity business including his position as chairman of Kinolt (formerly Euro-Diesel), a company in which the Group is invested. The Chairman was independent on appointment.

Board of Directors

The Board of Directors is responsible for ensuring that there is an effective organisational and reporting structure in place.

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