Board of Directors
The primary role of the Board is to lead Smiths in a way that ensures its long-term sustainable success. The Board is responsible for approving Smiths strategy and for overseeing its implementation.
Our leadership
Board diversity
In line with the Board’s Diversity Policy, the expectation is that members of the Board, and each Board Committee, should collectively possess diversity of gender, age, sexual orientation, disability and ethnic, socio-economical and professional backgrounds, in addition to cognitive and personal strengths, and a combination of skills, experience and knowledge. This is important for the effective operation of the Board, and its Committees, and oversight of the Group.
Board Committees
In order for the directors to effectively fulfil their collective responsibility the Board has established the Audit & Risk, Nomination & Governance, Remuneration & People, Innovation, Sustainability & Excellence and Separation Oversight Committees.
Committees and their members
Each Committee has authority delegated to it by the Board, and each year the Committee chairs report on their Committee activities in the Annual Report.
Smiths Governance Framework - Terms of Reference for the Board and Committees
Richard Howes, Committee Chair
Ensures the integrity of the Group’s financial reporting and audit processes, and the maintenance of sound internal control and risk management systems, including oversight of the Internal Audit function and the Group’s ethics and compliance activities. Manages the relationship with the external auditor, including making recommendations to the Board and shareholders in relation to the appointment and reappointment of the external auditor.
Steve Williams, Committee Chair
Reviews and makes recommendations to the Board on the structure, size and composition of the Board and its Committees. It also leads the process for Director appointments and Director and senior management succession planning. Oversees the ongoing suitability of the Group’s governance framework.
Karin Hoeing, Committee Chair
Responsible for the Group’s Directors’ Remuneration Policy and reviews and oversees the Group’s remuneration strategy for the Executive Directors and senior management. Oversees, on behalf of the Board, the implementation of the People strategy for the Group, including the Group’s approach to diversity, equity and inclusion.
Dame Ann Dowling, Committee Chair
Oversees the Group’s culture and approach to innovation, sustainability and excellence (ISE). This includes overseeing: the company’s strategy (as it relates to innovation and technology); the Group’s sustainability strategy; the Smiths Excellence System (SES); and reviewing and determining ISE targets, metrics and key performance indicators (KPIs) relating to remuneration.
Steve Williams, Committee Chair
Review and recommend to the Board the method, terms and timing of any divestment or demerger (together the ‘separations’) of Smiths Interconnect and Smiths Detection (the ‘businesses’), along with the use of any proceeds.
Audit & Risk Committee
| Chair | Members |
|---|---|
| Richard Howes | Alister Cowan |
| Mark Seligman | |
| Simon Pryce |
Nomination & Governance Committee
| Chair | Members |
|---|---|
| Steve Williams | Karin Hoeing |
| Richard Howes | |
| Mark Seligman | |
| Noel Tata |
Remuneration & People Committee
| Chair | Members |
|---|---|
| Karin Hoeing | Pam Cheng |
| Alister Cowan | |
| Dame Ann Dowling | |
| Steve Williams |
Innovation, Sustainability & Excellence Committee
| Chair | Members |
|---|---|
| Dame Ann Dowling | Pam Cheng |
| Karin Hoeing | |
| Noel Tata |
Separation Oversight Committee
| Chair | Members |
|---|---|
| Steve Williams | Alister Cowan |
| Richard Howes | |
| Simon Pryce | |
| Mark Seligman |
| Audit & Risk Committee | Nomination & Governance Committee | Remuneration & People Committee | Innovation, Sustainability & Excellence Committee | Separation Oversight Committee | |
|---|---|---|---|---|---|
| Chair | Richard Howes | Steve Williams | Karin Hoeing | Dame Ann Dowling | Steve Williams |
| Members | Alister Cowan | Karin Hoeing | Pam Cheng | Pam Cheng | Alister Cowan |
| Mark Seligman | Richard Howes | Alister Cowan | Karin Hoeing | Richard Howes | |
| Simon Pryce | Mark Seligman | Dame Ann Dowling | Noel Tata | Simon Pryce | |
| Noel Tata | Steve Williams | Mark Seligman |