The Board has delegated specific responsibilities to five standing committees of the Board

The Phoenix Group Board is committed to high standards of Corporate Governance, to protect our customers and shareholders and enhance our performance.

Audit Committee

Katie Murray is the Chair of the Audit Committee. The other members are Karen Green, John Pollock and Nicholas Shott. The composition of the Committee is in accordance with the requirements of the Code that the Audit Committee should comprise a minimum of three independent non-executive directors of whom at least one member has recent and relevant financial experience and that the Committee as a whole has competence relevant to the sector in which the Company operates. The Audit Committee met nine times during 2022.

The Audit Committee monitors and reviews the integrity of the financial reporting statements of the Group, including the annual and half-yearly reports and any other related financial statements and disclosures as required. The Committee reviews the effectiveness of the Group’s systems of internal control and is also responsible for reviewing the performance, objectivity and independence of the external and internal auditors. The Company has adopted a Charter of Statutory Auditor Independence, which requires both the Company and the external auditor to take measures to safeguard the objectivity and independence of the external auditor. These measures include a prohibition regarding non-audit services in respect of specific areas, such as secondments to management positions, or which could create a conflict or perceived conflict. It also includes details of the procedures for the rotation of the external audit engagement partner.

Terms of Reference for Audit Committee

Group Internal Audit Charter

Group Charter of Statutory Auditor Independence - PDF

Nomination Committee

Alastair Barbour is the Chair of the Nomination Committee. The other members are Karen Green, John Pollock, Kory Sorenson and Nicholas Shott. The composition of the Nomination Committee is in accordance with the requirement of the Code that a majority of its members should be independent Non-Executive Directors.

The Nomination Committee is responsible for considering the size, composition and balance of the Board, the retirement and appointment of Directors; succession planning for the Board and senior management, focusing on the development of a diverse succession pipeline and making recommendations to the Board on these matters. The Nomination Committee met six times in 2022.

The standard process used by the Committee for Board appointments involves the use of an external search consultancy to source candidates external to Phoenix (and may in the case of executive appointments also consider internal candidates). Detailed assessments of short-listed candidates are undertaken by the search consultancy, followed by interviews with Committee members and other Directors and the sourcing of references before the Committee recommends the appointments to the Board.

Nomination Committee Terms of Reference

Remuneration Committee

Nicholas Shott is the Chair of the Remuneration Committee, subject to regulatory approval. The other members are Karen Green, Belinda Richards and Kory Sorenson. The composition of the Committee is in accordance with the requirements of the Code that the Remuneration Committee should consist of at least three independent Non-Executive Directors. The Remuneration Committee met seven times during 2022.

The Remuneration Committee is responsible for making recommendations to the Board on the Company’s remuneration and compensation plans, policies and practices to support strategy and promote long-term sustainable success and determining, within agreed terms of reference, specific remuneration packages for the Executive Directors. These include bonuses, incentive payments and executive share option schemes to encourage superior performance. Details of the remuneration structure and the Committee's activities in 2022 are provided in the Remuneration report.

Remuneration Committee Terms of Reference

Remuneration policy

Risk Committee

John Pollock is the Chair of the Risk Committee. The other members are Belinda Richards, Kory Sorenson and Maggie Semple. The composition of the Committee is in accordance with the requirements of the Code that the Committee should comprise of at least three independent Non-Executive Directors and include at least one member of the audit committee and/or the remuneration committee. The Risk Committee met nine times in 2022.

The Risk Committee advises the Board on the Group’s overall risk appetite tolerance and strategy and the principal and emerging risks the Group is willing to take in order to achieve its long-term strategic objectives. The Committee reviews the effectiveness of the Group’s Risk Management Framework and internal control systems and ensures that due diligence on risk issues relating to material or strategic transactions are appropriately considered. 

Risk Committee Terms of Reference

Sustainabilty Committee

Karen Green is the Chair of the Board Sustainability Committee. The other members are Maggie Semple, Nicholas Shott, and Kory Sorenson.

The Sustainability Committee is responsible for ensuring the appropriateness of the Group’s sustainability strategy; supporting the Board in relation to the Group’s sustainability reporting (working with other Board Committees as appropriate); reviewing and challenging activities carried out within the business in relation to the sustainability strategy and ensuring that the strategy is embedded throughout the organisation. In addition, the Committee will support the Board in the achievement of corporate culture oversight, aligned with the Group’s purpose and values. The Sustainability Committee met six times in 2022.

Sustainability Committee Terms of Reference


Role of the Chair of the Phoenix Group Holdings plc Board

The Chair of the Group has overall responsibility for the leadership and effective operation of the Board and the Group Chief Executive. Please find the full role profile for the Chairman here.

Role of the Group Chief Executive Officer (‘CEO’)

The Group CEO is accountable and reports to the Board and is responsible for running the Group’s business within the authority limits delegated to him or her by the Board. Find the role profile for the Chief Executive Officer here.

Role of the Senior Independent Director

The Senior Independent Director role profile can be found here.

Role of designated Non-Executive Director for Workplace Engagement

The Workplace Engagement Role can be found here

Phoenix Group Holdings plc Matters Reserved

The Board has established this list of Matters Reserved which must go to the Board for approval, subject to any legal or regulatory rights of shareholders.

The Board delegates its powers to Board Committees through Terms of Reference. The Board also delegates its powers to management through Delegations of Authority.

There are Matters Reserved for the boards of directors of the Life Companies as certain decisions are reserved to those boards for approval (e.g. policyholder bonus rates and investment management agreements).