The joint Board of Glas Cymru Holdings Cyfyngedig (Glas Cymru) and Dŵr Cyrmu Cyfyngedig (Dŵr Cymru) is responsible for the overall conduct of the Group’s business including our long-term success, setting our purpose; values; standards and strategic objectives; reviewing our performance, maintaining oversight of our governance framework; and ensuring a positive dialogue with our stakeholders is maintained. Some of these responsibilities are delegated to seven, duly established, Board Committees and to the Executive Team.
The Audit Committee is chaired by Jane Hanson. Its role is to monitor the integrity of the Group’s financial statements; the effectiveness of internal control systems; and the effectiveness, performance, objectivity and independence of the internal and external Auditors. The Committee as a whole has sufficient sectoral experience and experience of financial matters in order to perform its duties effectively.
The Finance Committee is chaired by Jane Hanson and has the authority to meet on an ad hoc basis to approve financial decisions required in between Board meetings. By its nature, therefore, the intention is for this Committee to meet rarely as items are generally planned sufficiently in advance to be dealt with at scheduled Board or Audit Committee Meetings.
The Nomination Committee is chaired by Alastair Lyons. The Committee’s role is to review the structure, size, and composition of the Board and, where appropriate, to recommend changes; identify and nominate for the approval by the Board, candidates to fill Board vacancies; to evaluate the balance of skills, experience, knowledge, independence and diversity of members of the Board and its Committees; and to review the appropriateness of Non-Executive Directors taking additional appointments, having regard particularly to their impact on the time available for Company business. In leading the process for making appointments to the Board, the Committee ensures that there is a rigorous and transparent process for the appointment of new Directors and that plans are in place for orderly successions to the Board and to other senior executive management positions.
The Quality and Environment Committee is chaired by Graham Edwards. The Committee meets on a regular basis and advises the Board on any issue relating to operational policy and practice in relation to compliance with drinking water regulations and environmental laws and regulations. The Committee also reviews the performance of Welsh Water against agreed key performance indicators, with particular regard to matters of public health, health and safety and environmental impact.
The Remuneration Committee is chaired by Joanne Kenrick and is responsible for recommending to the Board and Glas Members for approval, and to keep under review, the remuneration policy as it applies across the business as a whole. The Committee also determines the Executive Directors’ Remuneration Policy and sets the remuneration for the Chair of the Board, the Executive Directors and Executive team. In exercising this responsibility, the Remuneration Committee has oversight of workforce remuneration policy and related policies, and of the alignment of incentives and rewards with the Company’s culture and purpose, taking these points into account when setting the Policy.
The Technology Committee, chaired by Tom Crick, was established by the Board in autumn 2018 to allow detailed consideration of the development and subsequent implementation of the Group’s Digital Strategy to support its ambition to provide better customer service at lower cost.
The Environment, Social and Governance (ESG) Committee is chaired by Debra Bowen Rees. The Committee was established in June 2021 to oversee Welsh Water’s ESG Strategy and reporting. The ESG Strategy includes 10 key objectives to support the focus on environmental, social and governance issues in the context of the Company’s long-term strategy, Welsh Water 2050, and the 18 strategic responses within that strategy. The Committee is also responsible for monitoring performance against the Group’s ESG targets and key performance indicators, and for reviewing progress towards the achievement of the Group’s carbon reduction target.
Further details on the composition and work of each of the Committees can be found in Glas Cymru’s current Annual Report and Accounts. The Terms of Reference for each Committee and the Schedule of Matters Reserved for the Board are also available to view.