Corporate Governance

The Board

The Board currently comprises the non-executive Chairman and 24 non-executive directors. The Board considers all non-executive directors capable of exercising independent judgement.

Enhanced and effective governance is achieved by the separation of the roles of Chairman and Chief Executive Officer. The Board is responsible for setting the strategic direction and for providing leadership and control of the Foundation.

Matters Reserved for the Board

There are certain matters that are deemed sufficiently significant to be reserved for the Board.

  • Setting of UL Foundation strategy and long term objectives
  • Approval of annual and interim results
  • Approval of the annual budget
  • Policy on remuneration for Chief Executive Officer and Foundation Team
  • Approval of significant capital expenditure

Delegation of Matters

Certain matters are delegated to Board committees, the details of which are set out below.

The Chairman is responsible for the operational efficiency of the Board and for ensuring that all directors have full and timely access to the information necessary to enable them to discharge their duties. The Board has delegated responsibility for the day-to-day management of the Foundation, through the Chief Executive Officer, to executive management.

The directors have full access to the advice and services of the Company Secretary, who also acts as secretary to all of the Board committees, is responsible to the Board for ensuring that Board procedures are followed and ensuring compliance with applicable rules and regulations.

Terms of Reference – Board Committees

  • Operations Committee
  • Audit, Finance & Risk Committee
  • Remuneration Committee
  • Nominations Committee

Memorandum & Articles of Association