Board committees

Terms of reference for SVG Capital’s Board committees can be found below:

 

Terms of Reference of the Audit and Risk Committee of SVG Capital plc (“SVG”) as approved on 21 June 2016

Membership:
All members must be independent non-executive directors of SVG.

Quorum:
Two members.

Present members:
Stephen Duckett (Chairman), Simon Bax, Helen Mahy and David Robins

In attendance:
Any other director, by invitation and representatives of the external auditors and internal auditors, when requested.

Advisers:
Ernst and Young LLP (external audit).

Secretary:
As nominated by the Board of SVG.

Frequency of meetings:
As necessary for the proper conduct of the Committee's duties but at least quarterly, where possible coinciding with key dates in SVG’s financial reporting cycle. Meetings may take place by telephone or video conference.

Authority:
The Committee is authorised by the Board:

(a) to undertake any activity within these terms of reference, including seeking from any director, officer or employee of any SVG group company any information as the Committee may require. All such persons are directed to co-operate with any request made by the Committee; and

(b) to consult with and seek such advice as the Committee may consider appropriate, either internally or from external independent professional advisers.

Duties:
The Committee shall monitor the integrity of financial information through review and challenge, where necessary, of the actions and judgments of management, in relation to public announcements of financial performance and the interim and annual financial statements and quarterly updates. The Committee shall approve the release of any quarterly update and review interim and annual financial statements before submission to the Board paying particular attention to:

(a) critical accounting policies and practices, and any changes in them;

(b) decisions requiring a significant element of judgment;

(c) the methodologies for the valuation of the GPs’ portfolios and co-investments;

(d) the methods used to account for significant or unusual transactions where different approaches are possible;

(e) off-balance sheet items;

(f) the extent to which the financial statements are affected by any unusual transaction in the relevant period and the manner in which they are disclosed;

(g) the adequacy and completeness of disclosures;

(h) significant adjustments resulting from the audit, including the requirement to be advised of unadjusted differences;

(i) the "going concern" requirements;

(j) compliance with applicable accounting standards; and

(k) compliance with applicable UKLA, stock exchange and other regulatory requirements.

Responsibilities:
Internal Audit:

The committee shall:

(a) review promptly all reports on the Group from the firm providing internal audit services;

(b) consider management's response to and progress in addressing internal audit recommendations and findings;

(c) approve the annual appointment of the firm providing internal audit services; and

(d) oversee the co-ordination of internal audit activities.

Responsibilities:
Risk Review

The committee shall review the effectiveness of systems for internal financial control, financial reporting and risk management taking into account the risk appetite set by the Board, including:

(a) periodic review and testing of policies and process for identifying and assessing business risks and the management of those risks by the Group, including crisis management plans;

(b) periodic review of the Group risk management policy including reports on consistency with the Group's risk appetite and profile and related internal controls as required by the Corporate Governance Code;

(c) review of the statements to be included in the annual report concerning internal controls and risk management prior to endorsement by the Board;

(d) review of all other material information presented with the financial statements, such as the business review and the corporate governance statement (insofar as it relates to financial information, audit and risk management);

(e) periodic review of management's follow-up of risk management failures.

Responsibilities:
Compliance and Regulation

The Committee shall:

(a) review any reports from SVGC Managers Limited (SVGCM) on regulatory reporting and compliance functions;

(b) review management's follow-up of compliance failures; and

(c) review any reports from SVGCM on arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall assess whether these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.

Responsibilities:
External Audit

The Committee shall:

(a) have primary responsibility for making a recommendation on the appointment, reappointment and removal of the external auditors;

(b) discuss with the external auditor and with management the accounting principles, policies and practices adopted in preparation of the financial statements and to be assured that they comply with statutory requirements and generally accepted accounting standards;

(c) review the findings of the audit with the external auditor; this shall include but not be limited to, a discussion of any major issues which arose during the audit, any accounting and audit judgements, levels of errors identified during the audit and the responses of management and SVGCM to external audit findings and recommendations;

(d) assess the independence of the external auditors, ensuring that key partners at / representatives of the external auditor are rotated at appropriate intervals;

(e) review material changes to the letter of appointment, management representation letter and annual engagement letter of the external auditor and recommend the audit fee to the Board and pre-approve fees in accordance with the Committee's policy on non-audit services provided by the external auditors and to ensure that the provision of non-audit services does not impair the external auditors' independence or objectivity;

(f) monitor and review, on an annual basis, the external auditors' qualifications, independence, objectivity and effectiveness, taking into consideration relevant UK professional and regulatory requirements and including, if the Committee considers it appropriate, the obtaining of a report on the external auditor's own internal quality control procedures;

(g) review the external auditors' management letter and any other material written or email communication from the external auditor and SVGCM’s response to these;

(h) consider at each meeting a report from the SVGCM Head of Finance and representatives of the external auditors of any significant items of discussion between external audit and senior management since the last Committee meeting;

(i) review annually the policy on the engagement of the external auditors to supply non-audit services and review the nature and extent of non-audit services supplied by the auditors, identifying any matters in respect of which action or improvement is needed and making recommendations as to the steps to be taken; and

(j) discuss with the external auditors, before the audit commences, the nature and scope of the audit, the auditors' quality control procedures and steps taken by the auditor to respond to changes in regulatory and other requirements.

Responsibilities:
Reviews and other responsibilities

The Committee shall:

(a) meet at least once a year with the external auditors, without management being present, to discuss their remit and any issues arising from the audit;

(b) meet at least once a year with the internal audit firm, without management being present, to discuss their remit and any issues arising from the internal audits carried out;

(c) review annually the remit and effectiveness of internal audit including the internal audit programme and ensure that the internal audit function is adequately resourced and has appropriate standing within the Group; and

(d) consider other relevant topics, as and when required by the Board.

Report to the Board:

(a) The Committee Chair shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities.

(b) The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.

(c) The Chair of the Committee or, as a minimum, another member of the Committee, shall attend the Board meeting at which the accounts are approved.

Reports to the Shareholders:
The Committee shall report the Committee's duties, activities and the frequency of, and attendance by members at, Committee meetings, in the relevant period, in the Company's annual report. The Chair of the Committee shall attend the Company's AGM and shall answer questions, through the Chairman of the Board, on the Committee's activities and their responsibilities.

Terms of Reference of the Remuneration Committee of SVG Capital plc (”SVG”) as approved on 21 June 2016

Present members:
Helen Mahy – Non-Executive Director (chair)
Simon Bax – Non-Executive Director
Stephen Duckett – Non-Executive Director
David Robins – Non-Executive Director
Andrew Sykes – Non-Executive Director

Quorum: Two members.

Advisers: Aon Hewitt, if appropriate.

Secretary: Company Secretary.

Frequency of Meetings: As necessary for the proper conduct of the Committee’s duties but at least annually. Meetings may take place by telephone or video conference.

Authority: The Committee is authorised by the Board:

(a) to undertake any activity within these terms of reference, including seeking from any director, officer or employee of any SVG group company any information as the Committee may require. All such persons are directed to co-operate with any request made by the Committee; and
(b) to consult with and seek such advice as the Committee may consider appropriate, either internally or from external independent professional advisers.

Duties: Remuneration:
    
(a) to approve the Group remuneration policy (including salaries, bonuses, pensions and other benefits);

(b) to approve the remuneration and benefits of the CEO of SVG and, from time to time, to review the terms of the CEO's service agreement;

(c) to make proposals for the level of fees payable to non-executive directors;

(d) to operate the Company's share award schemes (currently the SVG Capital 2007 and 2010 Performance Share Plans (Parts A & B) and the SVG Capital Share Incentive Plan) and other incentive schemes (if any), including:

(i) to set performance targets to be met as a condition of the exercise of awards under such schemes;

(ii) to determine grants of awards to be made to the CEO of SVGC;

(iii) to liaise with the trustees of the employee trusts operating in conjunction with the Company's share award schemes and other incentive schemes (if any);

(iv) to make amendments to the terms of such schemes (subject to the provisions of the schemes relating to amendment); and

(v) to agree, amend and approve all documents required in connection with the grant of awards under, or the operation of, the Company’s share award schemes, employee trusts and other incentive schemes (if any), and to sign, execute or authorise the signature or execution of all such documents by any director or the company secretary, or where any documents are to be executed as a deed, by any two directors or any one director and the company secretary.

Reports to Board: A report will be made to the Board on the proceedings of the Committee after each meeting and the minutes of Committee meetings will be made available to all members of the Board.

Reports to Shareholder: A description of the Committee’s activities will be prepared for inclusion in the annual report each year along with required remuneration policy and implementation reports.

Terms of Reference of the Corporate Governance and Nominations Committee of SVG Capital plc ("SVG") as approved on 21 June 2016

Present members:
David Robins – Non-Executive Director (chair)
Andrew Sykes – Non-Executive Director
Helen Mahy – Non-Executive Director
Stephen Duckett – Non-Executive Director
Simon Bax - Non-Executive Director

Quorum: Two members.

Advisers: Executive search consultants and corporate governance advisers, if appropriate.

Secretary: Company Secretary.

Frequency of Meetings: As necessary for the proper conduct of the Committee’s duties but at least annually. Meetings may take place by telephone or video conference.

Authority: The Committee is authorised by the Board:

(a) to undertake any activity within these terms of reference, including seeking from any director, officer or employee of any SVG group company any information as the Committee may require. All such persons are directed to co-operate with any request made by the Committee; and
(b) to consult with and seek such advice as the Committee may consider appropriate, either internally or from external independent professional advisers.

Duties: Nominations and Governance:

(a) to evaluate and keep under review the performance, size, structure and composition of the Board and its committees and make recommendations to the Board on any proposed changes, taking into account the challenges and opportunities facing the Company and the skills, knowledge and experience required.
(b) to consider and prepare, for agreement with the Board, a description of the role and competencies required for a particular appointment (executive and non-executive).
(c) to identify and recommend to the Board, against the agreed specification, candidates for Board appointments.
(d) to review management development and succession planning for top management and executive Board members.
(e) to review and make recommendations to the Board on the reappointment of non-executive directors at the expiry of their term of office.
(f) to appoint and take advice from independent search consultants and other professional advisers when appropriate.
(g) to undertake the evaluation of the performance of the Board Chairman, to include feedback from the Chief Executive and a meeting of the non-executive directors (other than the Board Chairman).
(h) to be responsible for monitoring the Company’s compliance with applicable corporate governance codes and any other corporate governance requirements, including diversity policy and targets and oversight of the Group’s corporate culture.

Reports to Board: A report will be made to the Board on the proceedings of the Committee after each meeting and the minutes of Committee meetings will be made available to all members of the Board.

Reports to Shareholder: A description of the Committee’s activities will be prepared for inclusion in the annual report each year.