The Board has overall responsibility for establishing Bytes’ purpose, values and strategy and, in doing so, delivering our long-term sustainable success and generating value for stakeholders. Central to this role is the need for the Board to set the right tone from the top, in living our values and demonstrating appropriate leadership behaviours. The Board places great importance on ensuring that its conduct and decision-making are suitable for the business and sector in which we operate, and in line with our culture. Our Board is committed to delivering our strategy and to advancing our purpose of ‘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’. It also upholds our values.
Role of the Board
The Board is collectively responsible for leading and controlling the company and has overall oversight of our business. The Board leads Bytes by establishing our purpose, values and strategy, and is responsible for our long-term success. It reviews important aspects of the business with management and monitors performance against targets. Our non-executive directors provide strategic guidance to the Board, and constructive challenge to management. The Board sets and has oversight of the company’s strategic goals, with management ensuring we have the right skills and resources to meet our objectives.
Matters reserved for the Board
The Board has a formal schedule of reserved matters which is subject to review and update. The schedule sets out those powers reserved for the Board and not delegated to the executive directors. It also contains some matters which the Board cannot legally delegate. While the Board has appointed committees to exercise certain of its powers, with specific areas of delegation set out in its terms of reference, the final decision on these matters must be taken by the whole Board.
Corporate governance framework
Board Committees
Audit Committee
Chair: Ross Paterson
Members: Ross Paterson, Dr. Erika Schraner, Shruthi Chindalur and Anna Vikström Persson
The audit and risk 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 Bytes Group. The audit and risk committee will normally meet not less than four times a year.
Audit Committee - Terms of Reference
Nomination Committee
Chair: Patrick De Smedt
Members: Patrick De Smedt, Dr. Erika Schraner, Shruthi Chindalur, Ross Paterson, and 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 Chairman and Chief Executive Officer. The nomination committee will normally meet not less than twice a year.
Nomination Committee - Terms of Reference
Remuneration Committee
Chair: Dr. Erika Schraner
Members: Dr. Erika Schraner, Patrick De Smedt, Shruthi Chindalur, Ross Paterson, and Anna Vikström Persson
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 will normally meet not less than twice a year.
Remuneration Committee - Terms of Reference
ESG Committee
Chair: Anna Vikström Persson
Members: Anna Vikström Persson, Patrick De Smedt, Dr. Erika Schraner, Shruthi Chindalur, and Ross Paterson
The ESG Committee’s mandate encompasses i) the ongoing focus on the Company's climate transition strategy, including its commitment to achieving net-zero emissions ii) addressing matters concerning employees, including DEI at all levels within BTG, as well as considerations related to customers, partners and communities, and iii) overseeing the Company's business conduct, including corporate and commercial governance, business ethics, anti-bribery and corruption measures, and data privacy and security. The ESG committee will normally meet not less than twice a year.
ESG Committee – Terms of Reference