Our board committees
We have six board committees, which assist the board with its responsibilities.
Membership of the committees consists solely of independent non-executive directors. Executive directors and senior management attend certain meetings by invitation.
Safety, health and environmental compliance committee
The safety, health and environmental compliance (SHEC) committee monitors the integrity of the methods used to carry out SHEC responsibilities. The committee satisfies itself that SHEC policies and strategies are adequate and effective taking into account relevant standards and requirements.
Committee membership
- Mike Putnam – chair
- David Noyes
- Stephen Duckworth
- Stuart Harvey
- Safety, health and environment committee terms of reference
- Safety, health and environment committee report 2023
Audit and risk committee
The audit and risk committee monitors the integrity of the financial reporting and the audit process and monitors internal control systems including risk management, regulation and compliance. The committee makes recommendations to the board on the level of risk appetite acceptable to the company and oversees the process for the identification and management of risk.
The committee has a structured programme of activities including receipt of regular detailed reports on relevant aspects of management, focused to coincide with key events of the annual financial reporting cycle.
Committee membership
- Mark Bayley – chair
- Stephen Duckworth
- Dyan Perry
- Terms of reference for the audit and risk committee
- Audit and risk committee report 2023
- Non-audit services by independent auditor
Nomination and Remuneration committee
The nomination and remuneration committee may investigate or comment on board appointments, board and senior executive remuneration (or any other related matters that are referred to it or as may appear to it to be necessary) and it has responsibility for monitoring and assessing the company’s culture and diversity to satisfy itself that behaviour throughout the business is aligned with the company’s values.
The committee has responsibility for determining the remuneration for directors, as opposed to making recommendations to the board. The committee therefore provides independence of the decision-making process as appropriate for the highest levels of corporate governance and reflects the importance of remuneration and incentive schemes in supporting the delivery of the company’s responsibilities.
The committee reviews the size, structure and composition of the board and committees and makes recommendations to the board on any adjustments deemed necessary and feasible. The committee has responsibility for formulating plans for succession planning for appointments to the Board and other senior executives, taking into account the challenges and opportunities facing the company, and the skills and experience needed on the Board in the future.
Committee membership
- Ismail Amla – chair
- David Noyes
- Fiona Ross
- Steve Scrimshaw
- Terms of reference for the Nomination & Remuneration committee
- Nomination committee report 2023
- Directors’ remuneration committee report 2023
Treasury committee
The treasury committee reviews and satisfies itself as to the appropriateness of proposed treasury transactions including banking, cash management, debt raising and management and investment management.
Committee membership
- Mark Bayley – chair
- Dyan Perry
Environmental sustainability Committee
The environmental sustainability committee oversees the implementation of Network Rail’s environmental sustainability strategy which was approved by the Board in July 2020. It provides support and guidance to the executive, ensuring that Network Rail keeps abreast of wider environmental issues as well as co-ordinating its programmes with the wider industry.
Committee membership
- David Noyes – chair
- Mike Putnam
- Fiona Ross
- Steve Scrimshaw
- Terms of reference for the environmental sustainability committee
- Environmental sustainability committee report 2023
Property supervisory committee
The property supervisory committee provides advice on Network Rail’s property strategy and long-term vision and monitors Network Rail’s overall property performance. The committee reviews regional property-related strategies, business plans, and risks and opportunities, and provides support, advice and guidance to regional and group property teams.
Committee membership
- Mark Bayley – chair
- Neil Sachdev
- Sally Jones
- Philip Lewis