The Board is supported in the execution of its duties by its Nominations Committee, Audit Committee, Remuneration Committee, and ESG Committee. Each committee has clearly defined terms of reference which state its composition and scope of responsibilities and can be read below.
The Nominations Committee has five members, Don Robert (Chair), Charlotta Ginman, Marion Sears, Neil Thompson and Georges Fornay. The Nominations Committee regularly reviews the structure, size and composition required of the Board compared to its current position, makes recommendations to the Board, considers succession planning and nominates candidates to fill Board vacancies. The Nominations Committee also keeps key positions outside the main board and other personnel considered critical to the business under review, including that of the Chief Administrative Officer, service line directors and regional managing directors.
The Nominations Committee meets at least twice per year, and otherwise as necessary to consider proposals for Board appointments and other matters. In 2022, the Nominations Committee met on three occasions.
The Audit Committee has five members, Charlotta Ginman (Chair), Georges Fornay, Marion Sears, Neil Thompson and Don Robert. The CEO, CFO and external auditors attend meetings by invitation.
The Audit Committee is responsible for assisting the Board in fulfilling its financial and risk responsibilities. The Audit Committee oversees the financial reporting, risk management and internal control procedures. The Audit Committee advises the Board on the appointment and removal of the external auditor and discusses the nature, scope and results of the audit with the auditors.
The Audit Committee reviews the extent of the non-audit services provided by the auditors and reviews with them their independence and objectivity. In 2022, the Audit Committee met on five occasions.
The Remuneration Committee has seven members, Marion Sears (Chair), Charlotta Ginman, Neil Thompson, Georges Fornay and Don Robert. The members are all Independent Non-Executive Directors. Other members of the Board may attend the Committee’s meetings at the request of the Committee Chair. The remit of the Committee is primarily to determine and agree with the Board the framework or broad policy for the remuneration of the Company’s Executive Directors and the Senior Management of the Group. The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their terms of employment and remuneration, including short term bonus and long-term incentives. The Remuneration Committee also considers the granting of share options pursuant to the Company’s share option scheme.
The Remuneration Committee meets not less than twice a year. In 2022, the Remuneration Committee met on six occasions.
The ESG Committee has five members, Georges Fornay (Chair), Bertrand Bodson, Jon Hauck, Neil Thompson, Marion Sears, Charlotta Ginman and Don Robert. The remit of the ESG Committee is to oversee the following areas which have been identified as environmental, social, and governance priorities: (i) people; (ii) diversity and inclusion; (iii) customer/client centricity and innovation; (iv) community; (v) environment; and (vi) corporate governance and business ethics.
The ESG Committee reports to the Board on all matters within the scope of its duties and responsibilities and met on four occasions in 2022.
Keywords Studios plc is a public limited company
Registered in England No. 08548351
Country of Incorporation: England & Wales
Registered Office: 4th Floor, 110 High Holborn, London WC1V 6JS, United Kingdom.
Principal place of business: Keywords International Limited, Whelan House, South County Business Park, Leopardstown, Dublin 18, Dublin Ireland