Corporate governance

At Ultra we believe a solid corporate governance framework is essential to the long-term sustainability of our business. We are committed to upholding high governance standards to maintain trust and business integrity with our stakeholders, and ensure our ethical business practices are consistent across the group.

Our key governance themes:

Leadership

The Board provides leadership to the Group and rigorously challenges strategy, performance, responsibility and accountability to ensure that the right decisions are made in the right way and in consideration of the long-term success of the Group.

Effectiveness

Directors are appointed on merit, following a rigorous and transparent process. The Board evaluates the balance of skills, experience, knowledge and independence of the Directors through an externally facilitated evaluation process and ensures that all new Directors undertake an induction programme.

Accountability

Effective risk management is fundamental to achieving the Company’s objectives. Decisions are based on the Board’s appetite for risk.

Relations with shareholders

The Board maintain strong relations with shareholders through events and consultations.

Remuneration

Executive Directors’ remuneration is designed to promote the long-term success of the Company. The Board ensures performance related elements are transparent, stretching and rigorously applied.

The Board

The role of the Board is to provide entrepreneurial leadership and direction to Ultra in promoting its long-term sustainable success taking into account the interests of all our stakeholder groups including; Customers, Employees, Communities, Suppliers and Investors.

The Board is responsible for the approval of the group’s strategy and policies, the oversight of risk, controls and corporate governance, and for setting a culture which encourages the Group’s businesses to behave ethically.

The Chairman leads the Board, ensuring its effectiveness while taking account of the interests of the Group's various stakeholders, and promoting high standards of corporate governance. The Chief Executive is responsible for the management of the Group’s business and the implementation of Board strategy and policy. There is a written statement of the division of responsibilities between Chairman and Group Chief Executive, as well as a summary of the role of Senior Independent Director.

The schedule of matters reserved for the board within the Main Board’s terms of reference dictates matters which are expressly reserved for the collective decision of the board.

Download the Schedule of Matters Reserved for the Board here

Download the Division of Responsibilities here

Meet our Board of Directors here

Board Committees

To facilitate the effective discharge of its duties, the Board has three Committees - the Audit, Remuneration and Nomination Committees - to which certain key responsibilities have been delegated. The responsibilities of each Committee are in line with the recommendations of the UK Corporate Governance Code.

Audit Committee

The Audit Committee’s role is to oversee the Group’s internal financial controls and risk management systems, to monitor the integrity of all formal reports and announcements relating to the Company's financial performance and to and maintain appropriate relationships with the internal and external auditors of the Group.

Audit Committee: Daniel Shook (Chair), Sir Robert Walmsley, Geeta Gopalan, Martin Broadhurst and Victoria Hull.

Download the Audit Committee Terms of Reference here

Remuneration Committee

The purpose of the Remuneration Committee is to formulate and recommend to the Board the remuneration policy for Executive Directors and the Chair, ensuring alignment with the Company’s long-term strategic goals, having regard to pay and employment conditions across the Company.

Remuneration Committee: Martin Broadhurst (Chair), Sir Robert Walmsley, Geeta Gopalan, Victoria Hull and Daniel Shook.

Download the Remuneration Committee Terms of Reference here

Nomination Committee

The Nomination Committee’s role is to review the structure, size and composition of the Board and to oversee succession planning including the development of a diverse pipeline of candidates for Directors and Senior Management positions.

Nomination Committee: Tony Rice (Chair), Sir Robert Walmsley, Geeta Gopalan, Martin Broadhurst, Victoria Hull and Daniel Shook.

Download the Nomination Committee Terms of Reference here

The UK Corporate Governance Code (‘the Code’) is available on the Financial Reporting Council website at www.frc.org.uk

Constitutional documents

Download our Articles of Association here