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Governance

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The role of our Board

Our Board’s objective is to create and deliver BTG’s long-term sustainable success, supported by the right culture and behaviours, to generate value for shareholders and contribute to wider society.  

The Board has overall responsibility for establishing BTG’s purpose, culture and strategy and, in doing so, delivering our long-term sustainable success and generating value for shareholders. Central to this role is the need for the Board collectively to set the right ‘tone from the top’, in living and upholding our values, encouraging open and honest debate, and behaving ethically.

Our Board is committed to delivering our strategy and to advancing our purpose: empowering and inspiring our people to fulfil their potential, so they can help our customers make smarter buying decisions and meet their business objectives through technology.

Our corporate governance framework

 

Our governance framework ensures that we have a robust decision-making process and a clear structure within which decisions can be made and strategy delivered. The Board delegates certain responsibilities to Board committees.

Bytes Board frameworkBytes Board framework

Our Board committees

Our governance framework is designed to help the Board focus on setting the Group’s purpose, values and strategy, monitoring performance and ensuring robust governance. The Board delegates certain oversight responsibilities to several committees.

Chair: Ross Paterson
Members: Ross Paterson, Dr Erika Schraner, Shruthi Chindalur, Anna Vikström Persson

The Audit Committee's role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group's annual financial statements, considering the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group. The Audit Committee meets at least four times a year.


Terms of reference

Ross Paterson

Chair: Patrick De Smedt
Members: Patrick De Smedt, Dr Erika Schraner, Shruthi Chindalur, Ross Paterson, Anna Vikström Persson

The Nomination Committee assists the Board in determining the composition and make-up of the Board. It is also responsible for periodically reviewing the Board's structure and identifying potential candidates to be appointed as directors, as the need may arise. The Nomination Committee also determines succession plans for the Chair and CEO. The Nomination Committee normally meets at least twice a year.


Terms of reference

Patrick De Smedt, Chair

Chair: Dr Erika Schraner
Members: Dr Erika Schraner, Patrick De Smedt, Shruthi Chindalur, Anna Vikström Persson, Ross Paterson

The Remuneration Committee recommends what policy the company should adopt on executive remuneration, determines the levels of remuneration for each of the directors and recommends and monitors the remuneration of members of senior management. The Remuneration Committee will also generate an annual remuneration report to be approved by the members of the company at the Annual General Meeting. The Remuneration Committee normally meets at least twice a year.


Terms of reference

Dr Erika Schraner

Chair: Anna Vikström Persson
Members: Anna Vikström Persson, Patrick De Smedt, Dr Erika Schraner, Shruthi Chindalur, Ross Paterson

The ESG Committee’s mandate encompasses the ongoing focus on BTG's climate transition strategy, including its commitment to achieving net zero emissions, and addressing matters concerning employees, including DEI at all levels. The committee also considers matters related to customers, partners and communities, and oversees BTG's business conduct, including corporate and commercial governance, business ethics, anti-bribery and corruption measures, and data privacy and security. 


Terms of reference

Anna Vikstrom Persson

Our corporate policies

Policies
Date Title Report
01 October 2024 Sustainability Framework PDF download
01 March 2024 Board and senior management diversity policy PDF download
01 July 2023 Whistleblowing policy PDF download
01 September 2024 Conflict of interest policy PDF download
25 January 2022 Fraud, bribery and money laundering PDF download
01 February 2024 UK tax strategy PDF download
10 May 2024 Modern slavery and human trafficking policy statement PDF download
16 August 2024 Human rights policy PDF download
01 May 2024 Companies Act Section 430(2B) statements PDF download

Policies

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Sustainability Framework
01 October 2024
Board and senior management diversity policy
01 March 2024
Whistleblowing policy
01 July 2023
Conflict of interest policy
01 September 2024
Fraud, bribery and money laundering
25 January 2022
UK tax strategy
01 February 2024
Modern slavery and human trafficking policy statement
10 May 2024
Human rights policy
16 August 2024
Companies Act Section 430(2B) statements
01 May 2024
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