The main purpose of the Audit Committee is to review and maintain oversight of Mitchells & Butlers' corporate governance, particularly with respect to financial reporting, internal control and risk management.
The Audit Committee's responsibilities also include:
- Reviewing the processes for detecting fraud, misconduct and internal control weaknesses;
- Reviewing the effectiveness of the Group Assurance function; and
- Overseeing the relationship with the external and internal auditors and other third-party advisers
The Audit Committee continued to meet at least quarterly during FY 2021. In each case, appropriate papers were distributed to the Committee members and other invited attendees, including, where and to the extent appropriate, representatives of the external audit firm, the internal Group Assurance function and other third-party advisers. When appropriate, the Audit Committee augments the skills and experience of its members with advice from internal and external audit professionals, for example, on matters such as developments in financial reporting. Audit Committee meetings are also attended, by invitation, by other members of the Board including the Chairman, the Chief Executive and the Chief Financial Officer, the Company Secretary and General Counsel, the Group Risk Director and representatives of the external auditor, Deloitte LLP. The Audit Committee also has the opportunity to meet privately with the external auditor not less than twice a year, without any member of management present, in relation to audit matters. Full details regarding the Committee, its role, matters considered by the Committee and its compliance with relevant governance provisions are available within the Audit Committee report 2022 (111KB).
The Group HR Director has direct access to the Committee. The Remuneration Committee advises the Board on overall remuneration policy. The Committee also determines, on behalf of the Board and with the benefit of advice from external consultants and the Group HR Director and the Chief Executive, the remuneration packages of the Executive Directors and it reviews the Chairman's fees. The remuneration of the Non-Executive Directors is reviewed and determined by the Chairman and the Executive members of the Board. Full details regarding the work of this Committee are available within the Remuneration report 2022 (347KB).Download the Terms of Reference for the Remuneration Committee
The Nomination Committee is responsible for nominating, for the approval of the Board, candidates for appointment to the Board. It is also responsible for succession planning for the Board and the Executive Committee and reviewing the output of the Board effectiveness review. There is an ongoing process of review of the make-up of the Board and for Board succession, which is carried out by the Nomination Committee and led by the Chairman. The Nomination Committee engages external search agencies when required and ensures that all candidates are identified and assessed against pre-determined criteria. Gender balance is dealt with by the Nomination Committee on a regular basis and includes assessment of gender balance at senior management level. Full details are within the Corporate governance statement 2022 (211KB).Download the Terms of Reference for the Nomination Committee
The EU Market Abuse Regulation (MAR) which took effect in July 2016, brought about substantial changes relating to announcements of material information about the Company and its affairs, and relating to dealings in shares or other securities by Directors and other senior managers, including tighter controls on permitted "dealings" during closed periods and the handling of information relating to the Company. MAR requires companies to keep a list of people affected and the previous compliance regime and timeframe were enhanced.
As a result, a formal standing Committee of the Board was established, the Market Disclosure Committee, which comprises the Chairman, the Chief Executive, the Chief Financial Officer and an independent Non-Executive Director. Full details are included in the Corporate Governance Statement of the 2022 Annual Report (211KB).
The Executive Committee, which is chaired by the Chief Executive, consists of the Executive Directors and certain other senior executives.
The Executive Committee ordinarily meets at least every four weeks and has day-to-day responsibility for the running of the Group's business. It develops the Group's strategy and annual revenue and capital budgets for Board approval. It reviews and recommends to the Board any significant investment proposals. This Committee monitors the financial and operational performance of the Group and allocates resources within the budgets agreed by the Board. It considers employment issues, ensures the Group has an appropriate pool of talent and develops senior management workforce planning and succession plans.
The Property Committee reviews property transactions which have been reviewed and recommended by the Portfolio Development Committee, without the need for submission of transactions to the full Board. The Property Committee agrees to the overall strategic direction for the management of the Group's property portfolio on a regular basis and may decide that a particular transaction should be referred to the Board for consideration or approval.
The Corporate Responsibility Committee was established in June 2019 and its purpose is to allow more executive, leadership and functional management involvement in matters of corporate responsibility and sustainability.Download the Terms of Reference for the Corporate Responsibility Committee
The Pensions Committee was established by the Board to supervise and manage the Company's relationship with its various pension schemes and their trustees.
In addition, there are general purposes, portfolio development and treasury committees. All of which are not formal committees of the Board.