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Governance
Caledonia recognises the value of good corporate governance to deliver long-term sustainable success.
Governance framework
Caledonia’s governance framework is set out in its Articles of Association which provides the foundation for the company’s affairs, governance and relationship its shareholders.
Nomination Committee
Chairman: David Stewart
Members: Farah Buckley, The Hon Charles Cayzer, Guy Davison, Anne Farlow, Claire Fitzalan Howard, Lynn Fordham, Will Wyatt
The Nomination Committee reviews the structure, size and composition of the Board and provides advice and recommendations to the Board in relation to any necessary changes, succession planning, new appointments and non-executive director re-election.
Download the terms of reference of the Nomination Committee
Remuneration Committee
Chairman: Anne Farlow
Members: Farah Buckley, Claire Fitzalan Howard, David Stewart
The Remuneration Committee has delegated responsibility for determining the policy for executive director remuneration and setting remuneration for the Chairman, 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.
Download the terms of reference of the Remuneration Committee
Audit and Risk Committee
Chairman: Lynn Fordham
Members: Guy Davison, Anne Farlow
The Audit and Risk Committee is responsible for monitoring the integrity of Caledonia’s financial statements, reviewing financial reporting procedures and all financial information issued to shareholders. It considers the scope, cost effectiveness and objectivity of the external audit, the level of non-audit services provided by the external auditor and its independence. In addition, it reviews Caledonia’s risk exposure, advises the Board on the overall risk strategy and monitors the management and mitigation of principal risks.
Download the terms of reference of the Audit and Risk Committee
Governance Committee
Chairman: Guy Davison
Members: Farah Buckley, Anne Farlow, Claire Fitzalan Howard, Lynn Fordham
The Governance Committee keeps under review corporate governance issues relating to Caledonia and in particular monitors the ability of each director to act in the interests of shareholders as a whole, to exercise independence of judgement free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement.
Download the terms of reference of the Governance Committee
Responsibilities
The responsibilities of the Board, Chairman, Chief Executive Officer and Senior Independent Director are documented.
Download the responsibilities of the Board
Download the responsibilities of the Chairman
Download the responsibilities of the Chief Executive Officer
Download the responsibilities of the Senior Independent Director
Subsidiary s172 statements
In accordance with The Companies (Miscellaneous Reporting) Regulations 2018, some of Caledonia’s subsidiaries are required to publish a statement (the “s172 statement”) describing how the directors of each subsidiary have had regard to the matters set out in s172(1)(a) to (f) of the Companies Act 2006.
Download Caledonia’s subsidiary s172 statements for the financial year to 31 March 2023
Corporate & social responsibility
For us, being responsible means being involved. This has always been a cornerstone of our investment approach – across people, companies and funds. We make considered use of our voting rights, take board seats in our unquoted investments and often sit on the advisory boards of the funds we hold. We also meet regularly with our shareholders and listen to any concerns they may have. Full details of our approach to our investments is covered in the Responsible Investing section.
Our commitment to corporate responsibility is also reflected in our approach as an employer. We believe that a diverse workforce will create the optimum environment in which our business will thrive and grow and are committed to cultivating an inclusive environment for our people, where they can develop and contribute fully. To that end – and to ensure all our people feel safe and supported – we have policies in place to protect them from unlawful discrimination, to guarantee they are treated fairly and with respect, and to support high standards of conduct and performance. We are conscious of our impact on the environment and continue to take measures to reduce it, providing regular updates in our Annual Report.
Anti-bribery
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.
Our policy
Caledonia prohibits the offering, the giving, the solicitation or the acceptance of any bribe, whether cash or other inducement to or from any person or company, wherever they are situated and whether they are a public official or body or private person or company by any individual employee, agent or other person or body acting on Caledonia’s behalf in order to gain any commercial, contractual or regulatory advantage for Caledonia in a way, which is unethical, or to gain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual.
This policy is not meant to prohibit any of the following activities, provided they are customary, proportionate and properly recorded:
- Normal and appropriate hospitality
- Ceremonial gifts at special occasions
- Fast-tracking a process when it is available to all on payment of a fee
- Providing resources to assist the person or body to make the decision more efficiently, provided it is for this purpose only
Our responsibilities
This anti-bribery policy applies to all Caledonia directors and employees, and preventing, detecting and reporting bribery is everyone’s responsibility. We have whistleblowing procedures in place so that any suspicions can be reported confidentially.
Caledonia will investigate any actual or suspected breach of this policy, or the spirit of this policy. Employees may be subject to disciplinary action.
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.