Our governance and oversight continued The skills, knowledge and experience needed for an effective Board are regularly reviewed. The composition of Board Committees meets the independence guidance of the Code. How is Board performance evaluated? Our latest Board evaluation was externally facilitated. The results and action plan were discussed at subsequent Board meetings to ensure implementation. The Board continues to perform effectively with good leadership and engaged Board members. Reflecting on the lessons learnt by the Board, it was agreed in the evaluation discussions to: • further support the One BMT culture; • ensure the right future composition, skills, competencies, and diversity for BMT’s growth ambitions; • further oversee major contracts and strategic risks; and • increase engagement on BMT’s strategy. Whose interest must directors act in? We believe that, as enshrined in Section 172 of the Companies Act 2006, directors should promote the success of the company for the benefit of its members as a whole and with regard to the interest of all stakeholders including employees, customers, suppliers, communities and the environment. They should also support the company in maintaining a reputation for high standards of business conduct and ethics. How do we avoid conflicts of interest? Non-Executive Directors make up the majority of the Committees of the Boards and they must be independent. The Company Secretary reviews all directors’ related, connected persons and relevant relationships, referencing the Conflicts of Interest Policy for directors which provides best practice guidelines. In addition, we have a Register of Interests which the Company Secretary centrally maintains. This is carefully considered at each Board meeting to give everyone an opportunity to raise an issue or to absent themselves from an item if they are conflicted. We ensure that our Board Members are not overcommitted with their outside directorships. Who decides how much directors get paid? The Executive, Non-Executive, Chair of the Board and broader Director roles within BMT are benchmarked. Approvals are then given as follows: Executive Directors and Chair of the Board by the Remuneration Committee and Non-Executive Directors by the Nomination Committee. Employee salaries are benchmarked according to their function, and their level of remuneration is determined accordingly. BOARD COMMITTEES Audit Committee The Audit Committee comprises three Non-Executive Directors including the Chair. Doug Webb has chaired this Committee since January 2019 and brings a wealth of relevant sector and corporate financial management experience, having served in Board roles for listed companies for more than 15 years. He also serves as the Senior Independent Director at BMT. Doug will be stepping down from the role as Chair in 2023 but will remain on the board. The Board is satisfied that the current membership of the Audit Committee is competent in financial matters and has recent and relevant experience. Other attendees at the Committee meetings (or part thereof) are the Chief Financial Officer, Head of Internal Audit and Risk, General Counsel and Company Secretary. The primary purpose of BMT’s Audit Committee is to provide oversight of the financial reporting process, internal and external audit, the system of internal controls, policies and risk management. The responsibilities and clear remit of the Audit Committee and the authority delegated to it by the Board are set out in Terms of Reference that are regularly reviewed and updated by the Board. Remuneration Committee The purpose of the Remuneration Committee is to be kept informed of BMT’s approach to remuneration and reward, which is to be aligned with BMT’s long-term business strategy, the interests of BMT, performance BMT Group | A platform for growth 38
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