Board of directors

[sonianagdev]

I am confused on the composition of the “unitary board” because various sources provide different information. Am I correct in saying that the Unitary board should have a Chair and a CEO and 4 committees reporting into them? Being the following:

1. Nominations committee: Formed by NED´s only
2. Audit committee: formed by NED’s and ED´s (50/50 split)
3. Remunerations committee: formed by NED’s only
4. Risk committee: not compulsory to have this one but if yes, it is only formed by NED’s

Could you please advise if I am correct in this? If not, what is the correct form of the “unitary board”?

Many thanks in advance,
Sonia.

[Ken Garrett]

You get different information because the composition of a unitary board is not universally defined and can differ from country to country.. Broadly, what you have set out is the composition as set by the UK Corporate Governance Code however that code says that the audit committee will consist of NEDs:

“The board should establish an audit committee of at least three, or in the case of
smaller companies two, independent non-executive directors.”

[sonianagdev]

Makes sense! Thank you

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