E1 Principle – Audit and Risk Review, Nomination, Remuneration and Health and Safety will be standing committees of the Board.
E1.1 Commitment – The standing committees will be chaired by Independent Non-executive Directors and will each include at least one Investor Non-Executive Director. The Chairman may chair the Nomination Committee and the Health and Safety Committee.
E1.2 Commitment – The terms of reference and membership of the standing committees will be published and made available.
E1.3 Commitment – The work of the standing committees in discharging their responsibilities will be described in the Annual Report.
E1.4 Commitment – The standing committees will be provided with sufficient resources to comply with their terms of reference, which will be reported on at the annual meeting of each committee. The chairman of a standing committee will notify the Board if sufficient resources are not provided and the Board will authorise appropriate action.
E1.5 Commitment – Any Non-Executive Director may attend any committee meeting even if he/she is not a voting member of such committee, conditional on providing the chair of that committee with reasonable lead time in requesting said attendance.
E2 Principle – There will be a formal, rigorous and transparent procedure for the appointment of new Independent Non-Executive Directors to the Board.
E2.1 Commitment – The Nomination Committee will lead the process of identifying and recommending for appointment of all Directors (other than Shareholder Representative Non-executive Directors) to the Board.
E2.2 Commitment – The Nomination Committee will be chaired by an Independent Non- executive Director, which may be the Chairman except when the Committee is dealing with the appointment of a successor to the Board chairmanship.
E2.3 Commitment – A majority of members of the Nomination Committee will be Independent Non-executive Directors.
E2.4 Commitment – The terms of reference of the Nomination Committee will reflect the need for the Board to have the appropriate balance of skills, experience, independence and knowledge of the Company, and have due regard to the benefits of diversity.
E2.5 Commitment – A recommendation of the Nomination Committee may be agreed or not agreed by the Board. If it is agreed, the Board will seek confirmation from the Greensands Board or shareholders before making the appointment, in recognition of their interests in the Company's compliance with Licence Condition P. If such confirmation is sought and not received, this will be disclosed in the Annual Report.
E3 Principle – Levels of remuneration will be sufficient to attract, retain and motivate directors of the quality required to run the Company successfully. Remuneration will be designed to align the interests of the executives with those of the Company’s stakeholders, including its shareholders and customers. A significant proportion of the Executive Directors’ remuneration will be structured so as to link rewards to corporate and individual performance, having regard to the interests of all stakeholders.
E3.1 Commitment – Remuneration policy will have regard to the principles of Schedule A of the UK Code as appropriate and will be designed to align the interests of the executives to the interests of all stakeholders, including its shareholders and customers.
E3.2 Commitment – Notice periods in newly-appointed directors' contracts will be no more than twelve months.
E3.3 Commitment – Remuneration for Independent Non-executive Directors will reflect time commitment and responsibilities.
E4 Principle – There will be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director will be involved in deciding his or her own remuneration. The Remuneration Committee will benchmark executive remuneration against similarly situated companies.
E4.1 Commitment – The Remuneration Committee will lead the development of remuneration policy, consulting with the Chairman and Chief Executive Officer and making recommendations to the Board as appropriate.
E4.2 Commitment – The Remuneration Committee will comprise of at least three Directors. There will be a majority of Independent Non-executive Directors and at least one Investor Non-Executive Director.
E4.3 Commitment – The terms of reference of the Remuneration Committee will include recommending the remuneration for the Chairman and the Executive Directors, including pension rights, and recommending and monitoring remuneration levels and structure for senior management. The Board will determine the remuneration of Independent Non- executive Directors other than the Chairman.
E4.4 Commitment – A recommendation of the Remuneration Committee may be agreed or not agreed by the Board.
E4.5 Commitment – If the Remuneration Committee appoints any consultants in respect of executive director remuneration, their identity will be disclosed in the Annual Report.
E4.6 Commitment – Compensation provisions for early termination of directors will have regard to avoiding rewarding poor performance.
Audit and Risk Review Committee
E5 Principle – There will be formal and transparent arrangements for monitoring and reviewing the implementation of corporate reporting, risk assessment and management and internal control principles and systems, and for maintaining an appropriate relationship with the Company’s auditors.
E5.1 Commitment – The Audit and Risk Review Committee will lead the monitoring and review of the implementation of corporate reporting, risk assessment and management and internal control principles.
E5.2 Commitment – The Audit and Risk Review Committee will comprise of at least three Non-executive Directors, at least one of whom will have recent and relevant financial experience. There will be a majority of Independent Non-executive Directors.
E5.3 Commitment – The terms of reference of the Audit and Risk Review Committee will include monitoring and reviewing the effectiveness of risk management and internal controls systems and audit activities, and reviewing and advising on the Annual Report and statutory and regulatory accounts.
E5.4 Commitment – The Audit and Risk Review Committee will have primary responsibility for reviewing and advising on the engagement, remuneration, effectiveness and independence of external auditors and the scope of their work. The external audit contract will be put to tender at least every 10 years.
Health and Safety Committee
E6 Principle – The health and safety of the Company's customers and employees and others who may be affected by its operations and activities and those of its contractors are of paramount importance.
E6.1 Commitment – The Board itself will monitor the performance of the Company against drinking water quality and wastewater service standards.
E6.2 Commitment – The Health and Safety Committee will review and advise on the Company's health and safety policy, guidance, standards and culture, injury and accident performance, contractor management and performance and significant workplace issues.
E6.3 Commitment – The Health and Safety Committee will comprise at least four directors, at least one of whom will be an Independent Non-executive Director, who may be the Chairman, who will chair the Committee. The Chief Executive Officer, as the director designated by the Board to be responsible for health and safety, will be a member of the Committee.