Governance framework

Responsibility for good governance rests with the Board; this is underpinned by an effective governance framework which, the Board believes, fits the requirements of Hays’ business.

The Board retains certain matters for its own preserve; other specific responsibilities are delegated to its principal committees, namely the Audit Committee, the Remuneration Committee and the Nomination Committee. Each of these Committees operates within defined terms of reference, which are available on this website. The Board has also delegated to a sub-committee certain matters which are routine in nature, or which have been agreed in principle by the Board; such matters require a meeting of three directors, with an appropriate mix of executives and non-executives. Such matters are reported to the full Board.

The main functions of our governance framework are listed below, along with an overview of their responsibilities.

Nomination Committee

Reviews the structure and composition of the Board and leads the process for the identification and selection of new directors. Further details on the activities of the Nomination Committee are provided in the Nomination Committee Report on pages 57 to 59 of the 2016 Annual Report & Financial Statements.

Remuneration Committee

Determines and agrees with the Board the policy for the remuneration of the Chairman, Executive Directors, Company Secretary and selected senior managers of the Group. Further details on the Group’s remuneration policy are provided in the Remuneration Report on pages 64 to 85 of the 2016 Annual Report & Financial Statements.

Audit Committee

Ensures that the Company applies consistent financial reporting and internal control and risk management procedures and maintains an appropriate relationship with the Company’s Auditor. Details on the activities of the Audit Committee are provided in the Audit Committee Report on pages 60 to 63 of the 2016 Annual Report & Financial Statements.

Company Secretary / General Legal Counsel

Ensures good information flows for the Board and its committees and between senior management and non-executive directors. Facilitates the induction of new directors and assists with professional development as required. Ensures Board procedures are complied with and that applicable rules and regulations are followed. The Company Secretary is available to all directors to provide advice and assistance, and is responsible for providing governance advice to the Board.

Management Board

Chaired by the Chief Executive, this body is responsible for overseeing operations in the Group’s regions and the Group functional areas.

Group Functions

These specific administrative functions are controlled centrally at Group level and report to the Board via various members of the Management Board. For example, Finance, Investor Relations, Insurance, Tax and Treasury report through the Group Finance Director, and Compliance and Environmental, Health and Safety report through the Company Secretary. Procedures are clearly defined to ensure that the activities of these functions reduce the risk profile of the organisation.

Internal Audit

Facilitates the identification of risks and carries out reviews and testing of the controls that are in place to mitigate the risks. Further details of the work of Internal Audit are provided in the Audit Committee Report on page 63 of the 2016 Annual Report & Financial Statements.

Group Policies

The Board is responsible for ensuring that adequate policies and procedures are in place. These are reviewed and amended as required to ensure that they remain in line with legislation and regulations and are sufficiently robust to ensure appropriate internal controls are maintained, whilst also providing a suitable framework for the businesses and Group functions within which to operate.