Corporate Governance

Cookson seeks to act in accordance with the principles of the UK Corporate Governance Code issued by the Financial Reporting Council.

Ultimate responsibility for the management of Cookson rests with the Board of Directors. The Board focuses primarily upon strategic and policy issues. It approves the Group’s strategy, oversees the allocation of resources and monitors the performance of the Group in pursuit of this.

The Board has a formal schedule of matters which it considers on a regular basis and it also delegates certain matters to Committees of the Board. Specific matters reserved for the Board include: reviewing Group and divisional performance; approving significant transactions including acquisitions, divestments and capital expenditure; setting and approving the Group’s strategy and annual budget; approving the Group’s financing and treasury policies; succession planning and approving Board appointments and the remuneration of the non-executive Directors. In addition the Board considers health, safety and environmental matters and reviews the Group’s risk management process.

The principal committees of the Board are the Audit, Remuneration and Nominations committees. Each Committee has written terms of reference defined by the Board and available here.