Corporate Governance
The role of the Board
The Board is responsible for the long-term success of the Group through nominating independent Directors, selecting the Chairman and CEO, monitoring Group strategy and management execution, setting senior management compensation and providing oversight to the Group's financial reporting, internal control systems, business conduct and code of ethics through our Group Principal Policies.
Board Committees
Audit and Risk Committee
Our Audit and Risk Committee are responsible for the oversight of the financial reporting and disclosure process.
The principal responsibilities of the Audit and Risk Committee include overseeing our accounting and financial reporting processes and the audits of our financial statements; overseeing our internal accounting controls and audit procedures; reviewing and approving any related party transactions; and reports regularly to the Board. The Audit and Risk Committee is chaired by Rachel English. The other members are Alec Hayley and Alison McFadyen.
Remuneration Committee
The principal responsibilities of the Remuneration Committee include reviewing the Group’s policy relating to remuneration of the Chairman, executive Directors and the Company Secretary; determining the terms of employment of the Chairman, executive Directors and Company Secretary with a view to ensuring that those individuals are fairly and responsibly rewarded; and approving compensation packages or arrangements following the severance of any executive Director’s service contract. The Remuneration Committee is chaired by Alison McFayden. The other member is Frederic Vuilleumier.
Nominations and Governance Committee
The principal responsibilities of the Nominations and Governance Committee include reviewing the balance and composition (including gender and diversity) of the Board; overseeing the Board’s succession planning requirements, including the identification and assessment of potential Board candidates; reviewing the leadership needs of, and succession planning for, the Group in relation to both its executive and non-executive Directors and other senior executives. The Nominations and Governance Committee is chaired by Simon Turner, the Group non-executive Chairman. The other members are Rachel English and Frederic Vuilleumier.
Sustainability and Safeguarding Committee
The Sustainability and Safeguarding Committee is responsible for promoting human rights across the Group and further enhancing the Group’s environmental and sustainability practices. In 2024 the Board agreed to review the Committee’s terms of reference and changed its role from an advisory committee to a Board Committee. The Committee is chaired by Rachel English and the other members are Simon Turner and Alison McFayden. The Committee advises the Board on strategy in these areas and monitors and reports on progress against the agreed strategy.
Group Principal Policies
Camellia's business philosophy is based on an approach which provides the operating companies with a high degree of operational autonomy. This is founded on a belief that the management teams of the individual operating companies have better local insight and expertise which positions them to make the best decisions with respect to operational matters, employees, local communities and the environment. So that Camellia can have confidence that this operational autonomy is being exercised consistent with its expectations of legal and ethical compliance, those expectations are set out within the Group Principal Policies (GPPs), which detail the principles and commitments that Camellia expects of its operating companies in key areas such as human rights, anti-bribery and corruption, environmental, certification and traceability, employee welfare, health and safety and whistleblowing.
A comprehensive review of the GPPs is currently underway to ensure that they reflect best practice, legal and regulatory requirements, and environmental, social and governance matters. This review is expected to be completed by Q1 2026.