Board committees
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Our Board has established Audit and Risk, Remuneration, Nomination, and Health, Safety, Environment and Security (HSES) Committees.
Each committee has formal terms of reference approved by the Board, which are available to download. The Company Secretary provides advice and support to the Board and all Board committees. Board committees are authorised to engage the services of external advisers as they deem necessary.
The Audit and Risk Committee comprises three non-executive directors: Alan Ferguson (Chair), Margareth Øvrum and Louise Hough.
Role of the Committee
- Monitors the integrity of the company’s financial statements and any formal announcements relating to the company’s financial performance and the significant financial reporting judgements they contain.
- Reviews the external auditor’s independence and objectivity and the effectiveness and quality of the audit process.
- Monitors and reviews the effectiveness of the company’s risk management and internal control systems, including the identification of emerging risks together with the results of the programme of reviews of these systems and management’s response to the review findings.
- Monitors and reviews the effectiveness of the process for ensuring actions are taken to mitigate the risks which are considered by the Board to be the principal risks facing the company.
- Monitors and reviews the effectiveness and objectivity of the company’s Internal Audit function, the appropriateness of its work plan, the results of reviews undertaken, and the adequacy of management’s response to matters raised.
- Develops and implements policy on the engagement of the external auditor to supply non-audit services.
- Monitors the enforcement of the company’s Global Code of Conduct and the adequacy and appropriateness of its whistleblowing procedure.
Provision of non-audit services by the external auditors standard
The Health, Safety, Environment and Security (HSES) Committee comprises three non-executive directors: Margareth Øvrum (Chair), Belgacem Chariag and Hans-Ulrich Engel.
Role of the Committee
- Monitors and reviews the effectiveness of the implementation of Harbour’s HSES strategy, including the implementation of Harbour’s net zero commitment.
- Evaluates the effectiveness of Harbour’s policies and systems for delivering its HSES strategy, maintaining regulatory compliance and managing HSES risk, including review of mitigating actions, determination of HSES risk appetite and tolerance, and monitoring the assurance programme.
- Monitors the quality and integrity of Harbour’s internal and external reporting of HSES performance and issues.
- Assesses the policies and systems within Harbour for ensuring compliance with HSES regulatory requirements.
The Nomination Committee comprises five non-executive directors: R. Blair Thomas (Chair), Louise Hough, Anne Stevens, Belgacem Chariag and Dirk Elvermann.
Role of the Committee
- Plans director succession and oversees plans for senior management succession and talent development, taking into account the strategy of the company and the skills, knowledge, diversity and experience required to deliver the strategy, and oversees the development of a diverse pipeline for succession to Board and senior management positions.
- Keeps under review the structure, size and composition of the Board and its committees.
- Leads the process for the annual Board and committee performance review and oversees the results and actions.
- Leads the process for Board appointments, ensuring that the procedure is formal, rigorous and transparent and identifying and nominating candidates for the Board’s approval.
- Leads Board-level engagement with Harbour’s workforce, ensuring effective engagement and enabling them to raise matters of concern.
- Assesses and monitors Harbour’s culture to ensure that it is aligned with the company’s purpose, values and strategy.
Diversity
The Board fully embraces a culture based upon equal opportunities in the workplace. At the Board level, we are committed to ensuring that the process for all Board appointments is conducted, and appointments made, on merit, against objective criteria and with due regard to the benefits of diversity on the Board, including gender.
When preparing for a new Board appointment, an external search company is selected and requested to prepare a shortlist which takes into account the capabilities, skills and experience required for the role, as well as the diversity of the Board in its widest sense, including gender diversity. The Board considers the proportion of women on the Board as part of its assessment when selecting a candidate for a Board position. We currently have four female directors on the Board: Linda Cook (CEO), Anne Stevens, Margareth Øvrum and Louise Hough.
The Remuneration Committee comprises three non-executive directors: Anne Stevens (Chair), Alan Ferguson, and Louise Hough.
Role of the Committee:
- Develops and maintains a Remuneration Policy that rewards fairly and responsibly and attracts, retains and motivates employees to enable the company to meet its objectives, taking into account the long-term interests of employees, shareholders and other long-term stakeholders.
- Considers and approves the remuneration arrangements for the Chair, the executive directors and other senior executives as determined by the Committee.
- Exercises oversight of the pay and performance conditions across Harbour.
