The Board has three Committees: the Audit Committee, the Management Engagement Committee and the Nomination Committee. Given the Board’s size, it is not felt appropriate for the Company to have a separate remuneration committee and the full Board deals with the functions that this committee would normally carry out.
The Committee’s terms of reference are available below:
The Audit Committee is made up of four non-executive directors, Lynette Lackey (Chair), Stephen Barrow, Martin Meech and Aimée Pitman. While Stephen Barrow is not considered to be independent by the Board, he has recent and relevant financial experience. The Company is otherwise in compliance with the UK Corporate Governance Code in relation to its Audit Committee.
The Audit Committee meets at least two times a year within the appropriate reporting and audit cycle. The Committee’s responsibilities include monitoring the financial integrity of the financial statements of Warehouse REIT plc, communication with the Company’s auditor, reviewing the effectiveness of the Company’s internal control systems and risk management systems and overseeing the process for managing risks across Warehouse REIT plc.
The Audit Committee focuses in particular on compliance with legal requirements, accounting standards and the rules of the FCA and ensuring that an effective system of internal financial control is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports, remains with the Board of Directors of Warehouse REIT plc.
Management Engagement Committee
The Management Engagement Committee is made up of three non-executive directors, Aimee Pitman (Chair), Neil Kirton, and Martin Meech.
The Management Engagement Committee meets at least once a year within the appropriate reporting and audit cycle. The Committee’s responsibilities include reviewing the performance of the Manager and the Company’s other main service providers over the year and to recommend to the Board a schedule of re-tender for each of the appointments. The committee is also responsible for overseeing any amendments to the Investment Management Agreement between the Company and the Manager.
The Nomination Committee is made up of three non-executive directors, Neil Kirton (Chair), Simon Hope, and Martin Meech. While Simon Hope is not considered to be independent by the Board, he has recent and relevant Board level experience. The Company is otherwise in compliance with the UK Corporate Governance Code in relation to its Nomination Committee.
The Nomination Committee meets at least once a year within the appropriate reporting and audit cycle. The Committee’s responsibilities include considering and making recommendations to the Board in respect of appointments to the Board. It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary. The Nomination Committee also considers succession planning and composition of the Board committees.