Corporate Governance

Board of Directors
The Board is made up of four Qualifying Director (eligible by virtue of being a shareholder) and one Independent Non-Executive Advisor. The Chairperson is expected to commit 36 days per annum to BAKO and all other Directors are required to commit to 24 days per annum. The Board fulfils a supervisory function overseeing the Executive Management Team who, led by the Chief Executive Officer, run the day-to-day business. The Board intends to meet regularly to review, formulate and approve the Group’s strategy, budgets and performance. The Chairperson is responsible for the smooth functioning of the Board and its meetings.
The Board regularly reviews the independence of its Non-Executive Directors to determine whether there are any circumstances that might affect their independence.
The Directors convene the following committees in order to formalise the governance of the Group:

Audit committee
Martyn Taylor chairs the Audit Committee. The role of the Audit Committee is to review the significant financial reporting issues and judgements made in connection with the Group’s financial statements and reports, and to review the scope and effectiveness of the Group’s internal controls, including financial, operational and compliance controls established by management to identify, assess, manage and monitor key risks.
The committee appoints the internal and external auditors and reviews the scope and findings of their reports. The Group uses a risk-based approach to areas of focus for internal audit; the annual scope is agreed in advance by the Audit Committee and the Executive Management Team, with due consideration of changing circumstances during the year.

Risk committee
Duncan Hindley chairs the Risk Committee. The Risk Committee is responsible for overseeing the risk management framework for the Group. The Risk Committee maintains risk registers for the Group and is responsible for managing the risks to which the Group is exposed. The committee has made significant progress in embedding risk in the strategic and operational decision making of the Group and will seek to further refine the risk management framework.

Remuneration committee
Philip Marshall chairs the Remuneration Committee. The role of the Remuneration Committee is to assist the Board to fulfil its responsibility to shareholders to ensure the remuneration policy and practise of the Group reward fairly and responsibly, with a clear link to corporate and individual performance, having regard to statutory and regulatory requirements.
The committee is also responsible for making recommendations to the Board in respect of the remuneration policy for the Chairman, Directors and Executive Management Team. The committee also has an oversight of the remuneration arrangements for the direct reports to executives.

Nominations committee
The role of the committee is fulfilled by the Board who are responsible for identifying suitable candidates for appointment as Directors or as members of the Executive Management Team, ensuring an appropriate balance of expertise and ability. In addition, it is responsible for reviewing the succession plan for Directors and executive managers, and for making recommendations on the composition of the Board and Executive Management Team. The Board ensures there is a formal, rigorous and transparent procedure for the appointment of new Directors.