How the Board leads our governance framework
The Board is collectively responsible for the long-term success of Smiths. The Directors promote the creation of sustainable stakeholder value within a governance framework of systems and controls.
To protect and grow stakeholder value, the Board approves Smiths strategy and oversees its implementation. It also continually monitors internal controls, risk management activities, and viability, taking into consideration the views of stakeholders.
Governance matters form part of our Sustainability at Smiths ESG framework. Our three governance diamonds are:
Managing risk and maintaining strong and effective controls
Continual assessment and management of risks, and assurance through internal controls, is an integral part of day-to-day operations at Smiths.
Behaving ethically and legally
Behaving with integrity is a fundamental part of our culture and is supported by our Code of Business Ethics.
Effective long-term decision making and transparency
Good quality, ethical and effective decision-making builds sustainable businesses and enables them to create long-term value for all stakeholders.
Governance framework
The Board’s approved governance framework of systems and controls enables it to effectively discharge its collective responsibility. The framework includes the delegation of specific authorities to the Board’s five Committees. Each Committee operates under its own Terms of Reference together with a set of Terms applicable to all the Committees.
The Governance framework includes the following documents:
- Matters Reserved for the Board
- Nomination & Governance Committee Terms of Reference
- Audit & Risk Committee Terms of Reference
- Remuneration & People Committee Terms of Reference
- Innovation, Sustainability and Excellence Committee Terms of Reference
- Separation Oversight Committee Terms of Reference
Smiths Governance Framework - Terms of Reference for the Board and CommitteesDivision of responsibility
There is a clear division of responsibility between executive and non-executive Directors which supports the integrity of the Board’s operations. The Directors responsibilities are set out in the following role specifications:
How our Board supports risk management
The Board and its Committees set the culture and approve Smiths strategy. The Board ensures appropriate oversight and monitoring of risk through a number of mechanisms, including strategy reviews, Committee meetings, management reports and focused reviews of selected risk areas.
On behalf of the Board, the Audit & Risk Committee is responsible for reviewing and assessing the effectiveness of Smiths risk management and internal control systems. The review process covers principal risks, as well as financial, operational and compliance controls.
The Executive Committee is responsible for designing the enterprise risk management framework and ensuring that it is effectively deployed throughout Smiths. It also ensures that risk owners and decision makers understand the Board’s risk appetite, that risks, including climate risk, are adequately managed and that regular assessments of strategic risks are conducted.
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Our leadership
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Board and Committees
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