Corporate Governance

The role of the Board

The Board sets the tone from the top, steering the Group culture and ensuring that the actions of management are aligned with the interests of shareholders. The Board sets Smith’s shared values of integrity, respect, ownership, customer focus and passion.
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The Board is collectively responsible for the long-term success of Smiths, and the directors promote the creation of sustainable shareholder value within a governance framework of systems and controls.

As Smiths is listed on the London Stock Exchange it complies with the UK Corporate Governance Code. Each year the Board reports on its activities and performance, including the extent to which it has applied the corporate governance principles, in the Corporate Governance Statement in the Annual Report, found on page 78 in the 2023 Annual Report.

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In order to operate effectively the Board and its Committees must be comprised of a suitable balance of tenure, skills, experience, knowledge and independence, and while the Board is collectively responsible for the success of the Group, there is a clear division of responsibilities between running the Board and the executive responsibility for running the business.

The board is responsible for ensuring that risk is managed to appropriate levels, and in order to retain control over decision-making there is a schedule of matters which have been reserved for the decision of the Board which can be found in the key documents below.

Governance Framework

The Board approved the Governance Framework on 22nd March 2023. The Governance Framework includes the following documents:

  • Matters Reserved for the Board
  • Nomination & Governance Committee Terms of Reference
  • Audit & Risk Committee Terms of Reference
  • Remuneration & People Committee Terms of Reference
  • Science, Sustainability & Excellence Committee Terms of Reference
  • Finance Committee Terms of Reference

Key documents