Audit & Compliance Committee (ACC)
Members: Lord Davies (Chairman),
Alexey Kuzmichev, Petr Aven, David Gould
The Audit & Compliance Committee meets on a quarterly basis in Luxembourg to review financial reporting, audit, tax and risk management matters, and to approve the compliance work plan. Compliance is a standing item on the agenda, and the Group Compliance Director presents a report covering the previous quarter on compliance achievements, statistics, errors and breaches; he brings any new policies or policy updates for ratification by the Committee; and discusses the compliance programme and priorities for the next quarter. Our external auditor, PwC, is invited to attend each meeting.
A key role of the ACC is to ensure the integrity of L1’s financial statements, the effectiveness of the internal and external audit function and of the internal controls and risk management framework of L1 and its portfolio companies. Its role is also to ensure the overall adequacy of compliance programmes and policies including their communication throughout the Group and portfolio companies as well as the Group’s compliance with all legal and regulatory requirements.
In 2016, ACC was focused on the roll-out of a risk management framework, review of the financial statements and Annual Review, providing guidance on improvement of financial reporting process, valuation policy and internal control functions. The ACC also provided guidance to top management of the portfolio companies to ensure the effectiveness of the internal controls and risk management framework.
The Compliance Committee (which merged with the Audit Committee in December 2016 to form the ACC) focused on the implementation of the initial compliance programme and adoption of the compliance policies, overseeing the implementation of the policies and the staff training programmes, and the roll-out of the compliance programme to the new business units L1 Retail and L1 Health. The quality and effectiveness of the compliance function was confirmed by an independent review conducted by Slaughter & May in November 2016.
Nomination & Remuneration Committee (NRC)
Members: Mikhail Fridman (Chairman), Lord Davies, Jonathan Muir
The Nomination & Remuneration Committee approves the employment of senior executives, sets the principles of the performance management process, approves KPIs, reviews performance, and makes decisions on remuneration and incentive schemes.
A key role of the NRC is to ensure that L1 recruits, retains and develops the best people. In 2016, the NRC was involved in guiding the formation of two new industry teams (L1 Health and L1 Retail), performed a Group-wide compensation benchmarking process and developed the Group’s short-term incentive arrangements to further align the objectives of the Group with those of key staff.