Governance

Our Board

Dowlais’ Board is responsible for promoting the long-term sustainable success of the group and generating value for shareholders. The Board oversees the performance of Dowlais and sets our purpose, values and strategy, ensuring that they are aligned with our culture.

The Board has a formal schedule of Matters Reserved for its decisions, which can be found here.

UK Corporate Governance Code

Our Board is committed to maintaining the highest standards of corporate governance to ensure Dowlais can deliver on its strategic goals. A statement will be included in the Dowlais 2023 Annual Report, to be published in 2024, which will set out how Dowlais has applied the principles and complied with the provisions of the UK Corporate Governance Code. Further information on the UK Corporate Governance Code can be found on the FRC’s website www.frc.org.uk

The Chair, Chief Executive Officer and Senior Independent Director

The roles and responsibilities of our Chair, Chief Executive Officer and Senior Independent Director have been agreed by the Board.

The Chair is responsible for the leadership of the Board and providing effective and ethical leadership.

The Chief Executive Officer is responsible for all executive management matters affecting the group and running Dowlais’ day-to-day business in a manner that is consistent with the strategy and commercial objectives agreed by the Board.

The Senior Independent Director provides a sounding board for the Chair, acts as an intermediary for the other non-executive directors and shareholders as required, and ensures that any key issues not being addressed by the Chair or executive management are addressed.

Further details on the division of responsibilities between the Chair and the Chief Executive Officer, and the role of the Senior Independent Director can be found here.

Board Committees

In accordance with the requirements of the UK Corporate Governance Code, the Board has established the following committees:

Audit Committee

• Philip Harrison
  Committee Chair
• Celia Baxter
  Committee Member
• Shali Vasudeva
  Committee Member

The terms of reference for the Audit Committee can be found here.

Remuneration Committee

• Celia Baxter
  Committee Chair
• Fiona MacAulay
  Committee Member
• Simon Mackenzie Smith
  Committee Member

The terms of reference for the Remuneration Committee can be found here.

Nomination Committee

• Simon Mackenzie Smith
  Committee Chair
• Shali Vasudeva
  Committee Member
• Celia Baxter
  Committee Member
• Fiona MacAulay
  Committee Member
• Philip Harrison
  Committee Member

The terms of reference for the Nomination Committee can be found here.

Board Diversity

Dowlais is a meritocracy and an individual’s skills, experience and expertise are the key determinant in any appointment to the Board, irrespective of any personal characteristic, trait or orientation.  Dowlais does, however, understand the value of diversity to its long-term success.   Accordingly, in addition to Dowlais Diversity, Equity & Inclusion Policy, which sets out our wider approach, the Board has a adopted a dedicated Diversity within the Board of Directors Policy, which can be found here.  This provides, amongst other things, that Dowlais aims to ensure that at least 40% of the Board are women; that there is at least one woman in the role of Chair, Senior Independent Director, Chief Executive Officer or Chief Financial Officer; and at least one member of the Board is from a minority ethnic background.  The current Dowlais Board satisfies this ambition. 

Directors’ Contracts

The letters of appointment of the Chair and Non-Executive Director and the service contracts of the Executive Directors are available for inspection at the Company’s registered office. Please contact the Company Secretary to arrange inspection at:

Company Secretary
Dowlais Group plc
2nd Floor Nova North
11 Bressenden Place
London
SW1E 5BY

Engagement with Shareholders

The Board recognises the importance of engaging with its shareholders and will meet with and engage with shareholders on a regular basis. In addition, each Board Committee Chair will be available at the Annual General Meeting of the Company to answer any shareholder questions on that Committee’s activities and Committee Chairs will seek to engage with shareholders on significant matters related to their Committee’s areas of responsibility.

You can read our Section 172 Statement here.