The Board has established Audit, Risk, Nomination and Governance and Remuneration Committees to which a number of matters are delegated for more detailed consideration.
Each Committee comprises independent Non-Executive Directors, with the Nomination & Governance Committee chaired by the Chairman who was independent on appointment. The biography of each Non-Executive Director sets out which Committees they chair or are a member of.
The principal function of the Committee is to monitor the integrity of Bupa's financial statements, and external announcements regarding financial performance. The Committee also monitors the effectiveness of the Group’s internal financial control system, and the effectiveness, performance, independence and objectivity of internal audit and the external auditor.
The Audit Committee has established the Group Internal Audit function whose authority, purpose and responsibilities are set out in the Bupa Internal Audit Charter. The Audit Committee reviews and approves the Charter annually.
Our Group Internal Audit (GIA) Function reports to the Bupa Audit Committee and provides independent and objective assurance over the effectiveness of Bupa's governance, risk management and internal controls.
All business risks and operations are considered by GIA for audit on a risk basis, including relevant business practices and business ethics, as part of its annual planning process. Examples of business ethics assurance topics undertaken by GIA include: financial crime, anti-money laundering, Speak Up, inclusion and diversity, and selected ESG and responsible business conduct disclosures.
The committee provides oversight on the clinical governance framework and clinical quality, safety and customer experience, oversees the development of the healthcare provision aspects of Bupa’s strategy, and monitors clinical trends, innovations, and external healthcare developments.
The purpose of the Committee is to provide oversight of the principal and emerging risks for the Group and its risk management systems.
The Committee leads the process for Board appointments ensuring plans are in place for orderly succession.
The Committee oversees the appointment and orderly succession of Association members of the Company, and non-executive directors and members of major subsidiary companies (including advisory boards, committees or other governance bodies established to oversee the operations of subsidiaries).
The Committee also monitors the Company’s corporate governance arrangements and advises and makes recommendations to the Board on best practice corporate governance standards.
The Committee determines the remuneration policy in respect of the Executives, and sets the remuneration for the Bupa Board Chair, its Executives and Designated Individuals.
The Committee also reviews workforce remuneration and related policies and reviews the alignment of incentives and rewards with culture.