Recognising the value of good corporate governance in delivering long-term sustainable success.
At Caledonia, our governance framework supports the board’s role in overseeing strategy, investment activity and risk management. We are committed to maintaining high standards of integrity and stewardship, ensuring that decisions are made responsibly and in the long-term interests of our stakeholders.
Our governance
framework
The board is collectively responsible for the company’s success. It sets Caledonia’s strategy and ensures the necessary resources are in place to enable the company to meet its objectives. The board aims to provide leadership within a framework of prudent and effective controls, which enables risk to be assessed and appropriately managed.
Caledonia’s governance framework is set out in its Articles of Association which provides the foundation for the company’s affairs, governance and relationship with its shareholders.
The board
Chair
Chief Executive Officer
Senior Independent Director
Board committees
Audit and Risk Committee
Governance Committee
Nomination
Committee
Remuneration Committee
Disclosure and Delegation
Committee
Management committees
Valuation
Committee
Investment
Committee
Private Capital Investment Committee
Investment Management Committee
Operational Risk
Committee
Responsible Investment / Corporate
Working Group
IT/AI Working Group
Investment team
Responsibilities
The defined responsibilities of the board, Chair, Chief Executive Officer and Senior Independent Director ensure clarity of role, effective oversight and a balanced distribution of authority across Caledonia.
Downloads
Our board
committees
The board has delegated certain specific areas of responsibility to the following standing committees: the Nomination Committee, the Remuneration Committee, the Audit and Risk Committee and the Governance Committee.

Audit and Risk Committee
The Audit and Risk Committee plays a significant role in ensuring that the company’s financial statements are properly prepared and the system of controls that is in place is effective and appropriate to manage and mitigate risk.
In addition, it reviews Caledonia’s risk exposure and advises the board on the overall risk strategy.
Committee members
Governance Committee
The Governance Committee monitors and reviews the ability of each director to act in the interests of shareholders as a whole and to exercise independence of judgement.

Committee members

Nomination
Committee
The Nomination Committee focuses on evaluating the directors, considering the skills and attributes needed for the long term. It identifies suitable board candidates and assists with succession planning.
Committee members
Remuneration Committee
The Remuneration Committee has delegated responsibility for determining the policy for executive director remuneration and setting remuneration for the Chair, executive directors and senior management. It also reviews employee remuneration and related policies and the alignment of incentives and rewards with culture, taking these into account when setting policy for executive director remuneration.

Committee members
Anti-bribery policy
We conduct all of our business honestly and ethically. We act professionally, fairly and with integrity in all our dealings – wherever we operate. We are committed to implementing and enforcing effective measures to counter bribery, taking a zero-tolerance approach.
Supplier policy
We are committed to the fair treatment of the businesses who supply our goods and services. We, in turn, expect them to operate responsibly and in line with our values. More information about the principles we apply can be found in our Supplier policy.
