Corporate Governance
Board Committees
CVC Capital Partners plc follows the UK Corporate Governance Code and our Board has established four Committees namely Audit, Nomination, Remuneration and Risk. The initial membership of each Board Committee is outlined below:
| Director | Audit | Nomination | Remuneration | Risk |
|---|---|---|---|---|
| Baroness Rona Fairhead | Member | Member | Member | Chair |
| Dr. Mark Machin | Member | Member | Chair | Member |
| Rolly van Rappard | Chair | |||
| Carla Smits-Nusteling | Chair | Member | Member | Member |
The Committee Chairs report to the full Board at each Board meeting following their sessions, ensuring a good communication flow while retaining the ability to escalate items to the full Board’s agenda if appropriate.
Each Committee operates under its own terms of reference which have been tailored to support the Board and to enable more detailed, deeper-dive reviews to be undertaken in particular areas when required. Their responsibilities are outlined in their terms of reference. The terms of reference are set out below:
Audit Committee Terms of Reference
Nomination Committee Terms of Reference
Remuneration Committee Terms of Reference
Risk Committee Terms of Reference
Board roles and responsibilities
The Board of lds Capital Partners plc is collectively responsible for the management, direction and performance of the company, to promote its long-term sustainable success whilst making sure that there is a prudent framework of controls within the business ensuring the generation of returns to shareholders whilst taking into account its major stakeholders and wider society.
Matters reserved for the Board
The Board has outlined the matters which are reserved for itself:
ListCo Reserved Matters
Responsibilities of the Chair, Chief Executive Officer and Senior Independent Director
And has also outlined the responsibilities of the Chair, Chief Executive Officer and Senior Independent Non-Executive Director.
Division of Responsibility
Market Disclosure Committee
A Market Disclosure Committee has also been established with the following terms of reference:
Market Disclosure Committee Terms of Reference
Market Disclosure Committee Terms of Reference
Articles of Association
The Company’s Articles of Association, which regulate the internal affairs of the company, were adopted on 30th April 2024.
Articles of Association
Remuneration Policy
The Company’s Remuneration Policy, was approved by shareholders on 30th April 2024. In line with best market practice under Dutch corporate law, the Remuneration Policy will be reviewed by the Remuneration Committee and be submitted by the Board to the shareholders for approval at least every four years.
Remuneration Policy
Board Diversity Policy
This Board diversity and inclusion policy applies to the composition of the board of directors of the Company and complements the CVC global diversity policy that applies more generally to employees of CVC.
