EPCS shareholders are committed to achieving corporate governance standards that meet the highest possible levels of integrity and compliance for a privately owned enterprise. We evaluate the effectiveness of our decision-making, accountability and audit processes against similarly sized publicly listed corporations. We believe this is the best way of ensuring the sustainable long-term growth and success of the Group.
Good corporate governance is integral to the Shareholders’ and Board’s objective to sustain an organizational culture based on the Group’s vision and values, placing strong emphasis on upholding the highest standards of business conduct, ethics and integrity amongst the Group’s employees, supply chain and other business partners. This approach is encompassed in our recently launched Global Code of Conduct.
Corporate Governance Framework
The Group’s businesses operate within an established and externally benchmarked corporate governance framework that is underpinned by our vision and values. A key function of EPCS’s corporate governance framework is the identification, management and mitigation of operational and financial risks. At every governance level we ensure the necessary committee processes are functioning correctly, in line with developments in company laws, corporate governance and best practice.
1. Group Shareholders (‘Shareholders’)
As the Group’s majority equity Shareholder, the Chairman and Chief Executive is ultimately accountable for the workings and leadership of the company on behalf of the Shareholders. He is responsible for leading and managing the business within the authorities delegated by them.
2. Board of Directors (‘Board’)
The Board is primarily responsible for ensuring that the Group’s accounts are true and fair using suitable accounting standards and judgments, ensuring internal controls are adequate and determining whether the Group is a going concern.
3. Group Executive Committee (GEC)
The GEC is responsible to the Board and Shareholders for creating sustainable Shareholder value through the management of the constituent businesses within the governance framework. Their role includes responsibility for the Group’s strategy, the allocation of financial and human capital resources, reviewing and monitoring the performance of management and the integrity of financial information, internal controls and risk management.
4. Safety and Sustainable Development Committee
A subcommittee of the GEC, this forum ensures risks and opportunities associated with safety and sustainability are given the highest priority within the Group. It also directly supports the delivery of business strategy through the management of sustainable development issues covering social, economic and environmental matters.
5. Human Capital Committee
The committee is chaired by the Chairman and Chief Executive, with members drawn from the GEC and relevant business unit and functional disciplines. The main purpose of the committee is to lead the formulation and endorsement of the Group’s people and Organisation agenda, and ensure total alignment with Group business strategy.
6. Strategy Committee
The Strategy Committee is chaired by the Group Strategy Director, and its other members are drawn from senior management specializing in corporate development and market appraisal. The main purpose of the committee is to formulate the Group’s global corporate strategy, and to set objectives and priorities to deliver it. In addition, it recommends the prioritization of projects and business development opportunities, and approves funding for new ventures for ultimate sanction by the GEC.
7. Investment Committee
The committee is chaired by the Chief Officer, Investments and Corporate Finance, and is responsible for investment and treasury policy decisions. It oversees the commercial prioritization of development and Private Finance Initiative (PFI)/Public Private Partnership (PPP) investment opportunities and the Group’s capital expenditure program for sanction by the GEC. Investment funding for acquisition, disposal, partnering and joint venturing transactions, and related commercial decisions are also managed by this committee.
8. Audit Committee
The Audit Committee oversees the Group’s financial reporting, risk management and internal controls and provides a formal reporting link with the external auditors.
9. Engineering Excellence Group (EnEx.G)
The EnEx.G is chaired and led by the Group’s Chief Engineering Adviser. Its membership comprises the EnEx.G technical engineering specialists. It is responsible for leading the development and execution of the Group’s innovation agenda by devising engineering strategies to give us competitive advantage and, ultimately, drive industry-wide transformation.
10. Hub Executive Committee
This hub-level executive committee has primary authority for the day-to-day management of business operations across the constituent territories within agreed limits set by the GEC. Its members are drawn from senior management in our construction, infrastructure and specialist services businesses and key supporting functions. It is also responsible for setting the strategic direction for health, safety and sustainable development activities and monitoring performance.
12. Business Unit/Functional Committees
As subcommittees of the main hub-level executive committee these forums have delegated authority for the day-to-day management of individual business unit operations, ensuring the alignment of business plans with strategic targets and that operational performance is in line with, or ahead of, approved budget plans.
13. Tender and Post-Tender Review Boards
These governance forums are chaired by the commercial and project delivery leads on each tender, and membership consists of key client and delivery-side project representatives as well as accountable senior management from key finance, commercial and supporting functions.
The review boards are responsible for ensuring the financial integrity of the project pre-delivery phase and are supported by appropriate project controls to assure the achievement of pre-agreed financial targets during all stages of construction.
14. Project Delivery Review Boards
Project boards are governed by the standardised processes and practices of ‘The EPC Way’ – a systematic approach to risk management and quality assurance in the tendering and delivery stages of all projects, whatever their scale and complexity.
Through the Core and Enabling Processes (EPCS’s approved business quality management system) the project boards ensure project activities are performed in line with legislation, regulations, code of practice and the requirements of BS EN ISO 9001:2008 quality management assurance accreditations.