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.

Articles of Association

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

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.

We are committed to building our business for the long term. Please visit the Sustainability section of the annual report to read how we manage our business, act responsibly for our employees and wider stakeholders, and, as an investment company, how we approach our investment decisions responsibly, managing our investment portfolio for today and the future.