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Board Committees

The Board has established Audit, Risk, Nomination & Governance, Sustainability and Remuneration Committees to which a number of matters are delegated for more detailed consideration. Each Committee, except the Sustainability Committee, comprises independent Non-Executive Directors with the Nomination & Governance Committee chaired by the Chairman who was independent on appointment. The biography of each Non-Executive Director sets out which Committees they chair or are a member of.

Audit Committee

The principal function of the Committee is to monitor the integrity of Bupa’s financial statements, the effectiveness of our internal control systems, and to monitor the effectiveness, performance, objectivity and independence of Group Internal Audit and the External Auditor. The Committee also reviews regulatory reporting and disclosure requirements.

Download Audit Committee terms of reference

The Audit Committee has established the Group Internal Audit function whose authority, purpose and responsibilities are set out in the Bupa Internal Audit Charter. The Audit Committee reviews and approves the Charter annually.

Download Bupa Group Internal Audit Charter

Risk Committee

The principal role of the Committee is to assist the Board in articulating and developing its risk management strategy and providing oversight of risk across Bupa. This includes understanding current and future risk exposures, recommending overall risk appetite and tolerance to the Board, reviewing the consistency of corporate strategy with the Company’s risk appetite, reviewing the Risk Management Framework, considering the risk aspects of major transactions, and promoting a risk awareness culture throughout Bupa.

Download Risk Committee terms of reference

Nomination & Governance Committee

The Committee reviews the balance, structure and composition of the Board and its Committees and leads the process for appointments to the Board. It considers succession planning to ensure that the Board has the skills and expertise it needs to lead and manage the Company in the future. The Committees takes the Board Diversity Policy into accounts in both succession planning and recruitment.

The Committee also leads the process for the selection and appointment of Association Members and approves the appointment of non-executive directors to subsidiary boards.

The Committee keeps Bupa’s corporate governance arrangements under review and makes recommendations to the Board to ensure that, where appropriate, those arrangements are consistent with best practice in corporate governance standards.

Download Nomination & Governance Committee terms of reference

Remuneration Committee

The Committee is responsible for ensuring that Bupa adheres to the highest standards of governance best practice in remuneration matters. It makes recommendations to the Board on remuneration policy in respect of the Executive Directors, the Bupa Executive Team, the Chairman and certain other individuals. The Committee determines the total individual remuneration package for these people, including discretionary pay and awards and sets and monitors appropriate performance targets for performance-related pay schemes for these people.

Download Remuneration Committee terms of reference

Sustainability Committee

The principal role of the Committee is to assist the Board in articulating and developing its sustainability strategy and providing oversight of sustainability initiatives across Bupa, in line with the purpose, values and strategy of Bupa as established by the Board. This includes monitoring of the content and completeness of Bupa’s external statements, disclosures and other reporting on Environmental, Social and Governance (‘ESG’) matters.

Download Sustainability Committee terms of reference