Board Committees
The Board has appointed six principal committees to which certain aspects of the Board’s work are delegated, in order to assist the Board in carrying out its responsibilities and as required under the Companies Law. Each committee has adopted its own terms of reference, approved by the Board, and establishes an annual plan. The Chair of each committee provides regular updates to the Board on the matters discussed at the committee’s meetings and provides the committee’s recommendations to the Board when required.
Board Committees
The Board is responsible for the effective direction and control of the Group. The Board is also responsible for the overall strategy and financial performance of the Group and has a formal schedule of matters reserved for its approval. The schedule of matters covers key strategic, financial and operational matters including:
The Board holds its meetings in accordance with its scheduled calendar. Each Board meeting is preceded by a clear agenda and any relevant information is provided to the Directors in advance of the meeting
The Board also holds regular telephone calls to update the members on operational and other business matters. An agreed procedure exists for directors in the furtherance of their duties to take independent professional advice. Newly appointed Directors are made aware of their responsibilities through the Company Secretary. The Company has accordingly implemented an internal induction plan for newly appointed Directors in which it provides the Directors with training sessions via internal meetings, presentations and conversations which are conducted by Company advisors (such as legal advisors), the senior management and other relevant persons in order to enable greater awareness and understanding of the Company’s business and the legal and business environment in which it operates. On a regular basis, all Board members are given updates on changes and developments in the business and the environment in which the Group operates, in order to further develop the understanding and awareness of the Board. No individual or group of directors dominates the Board’s decision making. Collectively, the non-executive directors bring a valuable range of expertise in assisting Plus500 to achieve its strategic aims.
- Approval of the Group’s strategic aims and objectives;
- Approval of the annual operating and capital expenditure budgets of the Group, and any material changes to them;
- Changes to the Group’s capital structure, management and control structure;
- Contracts which are material strategically or by reason of size, entered into by the Company or any subsidiary in the ordinary course of business; and
- Recommended appointments to the Board.
The Board holds its meetings in accordance with its scheduled calendar. Each Board meeting is preceded by a clear agenda and any relevant information is provided to the Directors in advance of the meeting
The Board also holds regular telephone calls to update the members on operational and other business matters. An agreed procedure exists for directors in the furtherance of their duties to take independent professional advice. Newly appointed Directors are made aware of their responsibilities through the Company Secretary. The Company has accordingly implemented an internal induction plan for newly appointed Directors in which it provides the Directors with training sessions via internal meetings, presentations and conversations which are conducted by Company advisors (such as legal advisors), the senior management and other relevant persons in order to enable greater awareness and understanding of the Company’s business and the legal and business environment in which it operates. On a regular basis, all Board members are given updates on changes and developments in the business and the environment in which the Group operates, in order to further develop the understanding and awareness of the Board. No individual or group of directors dominates the Board’s decision making. Collectively, the non-executive directors bring a valuable range of expertise in assisting Plus500 to achieve its strategic aims.
Audit Committee
The Audit Committee comprises Tami Gottlieb, Steve Baldwin, Daniel King, and Prof. Varda Liberman and is chaired by Ms. Gottlieb.
The Audit Committee is responsible for ensuring that the financial performance of the Company is properly reported on and reviewed. The other key governance mandates pursuant to the written terms of reference of the Audit Committee are as follows:
In addition, under the Companies Law, the Audit Committee is required to monitor deficiencies in the business management of the Company, including by consulting with the internal auditor and independent accountants, to review, classify and approve related party transactions and extraordinary transactions, to review the internal auditor’s audit plan, to oversee the performance of the Company’s internal auditor and the internal control functions and to establish and monitor whistle-blower procedures.
The UK Corporate Governance Code recommends that an audit committee should comprise at least three members who are independent non-executive directors, and that at least one member should have recent and relevant financial experience. The Directors consider that Ms Gottlieb and Mr. King have recent and relevant financial experience in accordance with the requirements of the UK Corporate Governance Code.
The Audit Committee meets not less than four times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. Further meetings may be called as required. The internal and external auditors have the right to attend meetings. The relevant Executive Directors, the Company's legal advisers and other persons may, by invitation from the Chair of the Audit Committee, attend meetings. At least twice per year, the Audit Committee meets privately with the external auditor to discuss issues relating to the Company’s management and as required under the Companies Law.
The Audit Committee is responsible for ensuring that the financial performance of the Company is properly reported on and reviewed. The other key governance mandates pursuant to the written terms of reference of the Audit Committee are as follows:
- To monitor the integrity of the financial statements of the Company (including annual and interim accounts and results announcements);
- To monitor the adequacy and effectiveness of the Company's internal financial controls and internal control and risk management systems;
- To advise on the appointment of the Company's external auditors and on their remuneration; and
- To monitor and review the effectiveness of the Company's internal audit function.
In addition, under the Companies Law, the Audit Committee is required to monitor deficiencies in the business management of the Company, including by consulting with the internal auditor and independent accountants, to review, classify and approve related party transactions and extraordinary transactions, to review the internal auditor’s audit plan, to oversee the performance of the Company’s internal auditor and the internal control functions and to establish and monitor whistle-blower procedures.
The UK Corporate Governance Code recommends that an audit committee should comprise at least three members who are independent non-executive directors, and that at least one member should have recent and relevant financial experience. The Directors consider that Ms Gottlieb and Mr. King have recent and relevant financial experience in accordance with the requirements of the UK Corporate Governance Code.
The Audit Committee meets not less than four times a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required. Further meetings may be called as required. The internal and external auditors have the right to attend meetings. The relevant Executive Directors, the Company's legal advisers and other persons may, by invitation from the Chair of the Audit Committee, attend meetings. At least twice per year, the Audit Committee meets privately with the external auditor to discuss issues relating to the Company’s management and as required under the Companies Law.
Nomination Committee
The Nomination Committee comprises Steve Baldwin, Prof. Jacob A. Frenkel and Daniel King and is chaired by Mr. Baldwin.
The Nomination Committee meets not less than twice a year and at such other times as required. The Nomination Committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board, considering succession planning and ensuring diversity at Board-level. The other key governance mandates pursuant to the written terms of reference of the Nomination Committee are as follows:
The Nomination Committee takes into account the challenges and opportunities the Company is facing and what skills and expertise are therefore needed on the Board and its Committees in the future, whilst remaining committed to diversity of gender, ethnicity, background, nationality and professional experience and developing a talent pipeline reflective of this diversity.
The Nomination Committee meets not less than twice a year and at such other times as required. The Nomination Committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board, considering succession planning and ensuring diversity at Board-level. The other key governance mandates pursuant to the written terms of reference of the Nomination Committee are as follows:
- To oversee succession planning for directors and other senior executives, taking into account the challenges and opportunities facing the Company;
- To identify, and nominate for the approval of the Board, candidates to fill Board vacancies (including External Directors' vacancies);
- To make recommendations concerning the continuation in office of any director at any time, including the suspension or termination of service; and
- To prepare a description of the role and capabilities required for a particular appointment.
The Nomination Committee takes into account the challenges and opportunities the Company is facing and what skills and expertise are therefore needed on the Board and its Committees in the future, whilst remaining committed to diversity of gender, ethnicity, background, nationality and professional experience and developing a talent pipeline reflective of this diversity.
Remuneration Committee
The Remuneration Committee comprises Daniel King, Tami Gottlieb and Prof. Varda Liberman and is chaired by Mr. King.
The Remuneration Committee meets not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Israeli Companies Law provisions and subject to the remuneration policy of the Group, the Group’s policy on the remuneration packages of the Company’s Chief Executive Officer, Chief Financial Officer, the Chair of the Board and the other Non-Executive Directors, the Company Secretary and other senior executives determined by the Committee. The other key governance mandates pursuant to the written terms of reference of the Remuneration Committee are as follows:
In addition, in accordance with the Companies Law, the Remuneration Committee is required to review and approve a Remuneration Policy for directors and executives, and recommend that the Board and shareholders adopt such policy. The policy must be approved or ratified at least once every three years.
The UK Corporate Governance Code recommends that all members of the Remuneration Committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. No Director or manager may be involved in any discussions as to their own remuneration.
The Remuneration Committee meets not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Israeli Companies Law provisions and subject to the remuneration policy of the Group, the Group’s policy on the remuneration packages of the Company’s Chief Executive Officer, Chief Financial Officer, the Chair of the Board and the other Non-Executive Directors, the Company Secretary and other senior executives determined by the Committee. The other key governance mandates pursuant to the written terms of reference of the Remuneration Committee are as follows:
- Reviewing the remuneration policy and approving a Remuneration Policy at least once in every three years;
- Approving and recommending to the Board and, where applicable, the shareholders, the total individual remuneration package of the Chair of the Board, each Executive and Non-Executive Director, the Chief Executive Officer, Chief Financial Officer and other office holders (including bonuses, incentive payments and share options or other share awards);
- In determining remuneration policies for the Company’s senior management and/or individual remuneration packages of each Executive Director, the Chair of the Board and other designated senior executives, the Remuneration Committee is required to give regard to the relevant legal and regulatory requirements, the provisions of the Companies Law, the provisions and recommendations of the Code and associated guidance;
- Approving and determining the targets for any performance-related pay schemes; and
- Reviewing the design of all share incentive plans for approval by the Board and (if required or deemed appropriate) the shareholders.
In addition, in accordance with the Companies Law, the Remuneration Committee is required to review and approve a Remuneration Policy for directors and executives, and recommend that the Board and shareholders adopt such policy. The policy must be approved or ratified at least once every three years.
The UK Corporate Governance Code recommends that all members of the Remuneration Committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. No Director or manager may be involved in any discussions as to their own remuneration.
Disclosure Committee
The Disclosure Committee comprises Elad Even-Chen and Anne Grim and is chaired by Mr. Even-Chen.
The Disclosure Committee assists the Board in fulfilling its obligation to make timely and accurate disclosure of all information that is required to be disclosed to meet legal and regulatory requirements and obligations under the UK Market Abuse Regulations and the Disclosure Guidance and Transparency Rules of the FCA, including the requirement for the Company to establish and maintain adequate procedures, systems and controls to enable it to comply with these obligations. Whenever necessary, the Committee meets to discuss the content of announcements proposed to be released to the London Stock Exchange and approve their content, where relevant.
The Disclosure Committee assists the Board in fulfilling its obligation to make timely and accurate disclosure of all information that is required to be disclosed to meet legal and regulatory requirements and obligations under the UK Market Abuse Regulations and the Disclosure Guidance and Transparency Rules of the FCA, including the requirement for the Company to establish and maintain adequate procedures, systems and controls to enable it to comply with these obligations. Whenever necessary, the Committee meets to discuss the content of announcements proposed to be released to the London Stock Exchange and approve their content, where relevant.
Regulatory and Risk Committee
The Regulatory & Risk Committee comprises Prof. Varda Liberman, Prof. Jacob A. Frenkel, Tami Gottlieb, Elad Even-Chen and Anne Grim and is chaired by Prof. Liberman.
The Regulatory and Risk Committee meets not less than three times a year and otherwise as required. The Regulatory & Risk Committee has responsibility for providing oversight with respect to current and potential future risk exposures of the Group and for overseeing and monitoring the Group’s compliance with applicable laws, regulations and orders as required. The Regulatory & Risk Committee is also responsible for reviewing the Group’s most significant risks to the achievement of strategic objectives and any emerging risks, reviewing the Group’s Risk Management Policy, ensuring that the Company’s Board ethics are being adhered to. The other key governance mandates, pursuant to the written terms of reference of the Regulatory & Risk Committee, are as follows:
The Regulatory and Risk Committee meets not less than three times a year and otherwise as required. The Regulatory & Risk Committee has responsibility for providing oversight with respect to current and potential future risk exposures of the Group and for overseeing and monitoring the Group’s compliance with applicable laws, regulations and orders as required. The Regulatory & Risk Committee is also responsible for reviewing the Group’s most significant risks to the achievement of strategic objectives and any emerging risks, reviewing the Group’s Risk Management Policy, ensuring that the Company’s Board ethics are being adhered to. The other key governance mandates, pursuant to the written terms of reference of the Regulatory & Risk Committee, are as follows:
- To review the Group’s capability to identify and manage new risk types;
- To review the most significant risks to the achievement of strategic objectives;
- To review incident reports to monitor incidents and remedial activity; and
- To consider and approve the remit of the risk management function and ensure that it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards.
Matters Reserved for the Board & Terms of Reference
For Matters Reserved for the Board & Term of Reference document download the link below:
Matters Reserved for the Board & Term of Reference
Matters Reserved for the Board & Term of Reference
ESG Committee
The Environmental, Social & Governance Committee (ESG Committee) comprises Steve Baldwin, Anne Grim and David Zruia and is chaired by Mr. Baldwin.
Meetings of the ESG Committee are proposed to be held three times, but not less than twice a year and at such other times as the chairman of the ESG Committee shall require. The overall responsibilities of the ESG Committee are to assess the following pillars:
The other key governance mandates, pursuant to the written terms of reference of the ESG Committee, are as follows:
Meetings of the ESG Committee are proposed to be held three times, but not less than twice a year and at such other times as the chairman of the ESG Committee shall require. The overall responsibilities of the ESG Committee are to assess the following pillars:
- Environmental: the Group’s impact on the natural environment and its adaptation to climate change including greenhouse gas emissions, energy consumption, generation and use of renewable energy, biodiversity and habitat, impact on water resources and the status of water bodies, pollution, resources efficiency, the reduction and management of waste, and the environmental impact of the Group’s supply chain;
- Social: the Group’s interactions with employees, commercial counterparties, stakeholders and the communities in which it operates and the role of the Group in society, workplace policies (for example, employee relations and engagement, diversity, non-discrimination and equality of treatment, health and safety and well-being), ethical procurement, any social or community projects undertaken by the Group and social aspects of the supply chain, community and stakeholder engagement or partnerships; and
- Governance: the ethical conduct of the Group’s business including its business ethics policies, code of conduct and counterparty due diligence.
The other key governance mandates, pursuant to the written terms of reference of the ESG Committee, are as follows:
- To ensure that sufficient focus and resource is given to implementing, monitoring and management;
- To consider the adequacy of the Group’s ESG policies and processes by reviewing reports prepared by management
on:
- review of any key learnings from internal or external reviews and investigations of any marketing, advertising campaigns and promotional activities which have had a significant negative impact on the brand or image of the Group;
- diversity in the workplace;
- security and health and safety in respect of the Group’s employees and premises;
- charitable donations and pro bono programmes; and
- the Company’s impact on the environment.