Board Committees

Matters Reserved for the Board

The Board is responsible to shareholders for effective direction and control of the Company.

The Board is also responsible for the overall strategy and financial performance of Plus500 and has a formal schedule of matters reserved for its approval. The schedule of matters cover key strategic, financial and operational matters including:

  • approval of Plus500's strategic aims and objectives;
  • approval of the annual operating and capital expenditure budgets of Plus500, and any material changes to them;
  • changes to the Plus500's capital structure, management and control structure;
  • contracts which are material strategically or by reason of size, entered into by the Company or any subsidiary in the ordinary course of business; and
  • appointments to the board.

Each Board meeting is preceded by a clear agenda and any relevant information is provided to the directors in advance of the meeting. The Board meets at least six times a year to review, formulate and approve Plus500’s strategy, budgets, corporate actions and oversee the Company’s progress towards its goals.

The Board also holds regular telephone calls to update the members on operational and other business. An agreed procedure exists for directors in the furtherance of their duties to take independent professional advice. Newly appointed directors are to be made aware of their responsibilities through the company secretary. The Company provides training to directors where required. No individual or group of directors dominates the Board’s decision making. Collectively, the non-executive directors bring a valuable range of expertise in assisting Plus500 to achieve its strategic aims.

Audit Committee

The Audit Committee comprises Charles Fairbairn, Daniel King and Steven Baldwin, and is chaired by Mr. Fairbairn.

The Audit Committee has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed. The other key governance mandates pursuant to the written terms of reference of the Audit Committee are as follows:

  • to monitor the integrity of the financial statements of the Company (including annual and interim accounts and results announcements);
  • to monitor the adequacy and effectiveness of the Company's internal financial controls and internal control and risk management systems;
  • to advise on the appointment of the Company's external auditors and on their remuneration; and
  • to monitor the effectiveness of the Company's internal audit function.

In addition, under the Companies Law, the Audit Committee is required to monitor deficiencies in the administration of the Company, including by consulting with the internal auditor and independent accountants, to review, classify and approve related party transactions and extraordinary transactions, to review the internal auditor’s audit plan and to establish and monitor whistle-blower procedures.

The UK Corporate Governance Code recommends that an audit committee should comprise at least three members who are independent non-executive directors, and that at least one member should have recent and relevant financial experience. The Audit Committee is chaired by Mr Fairbairn, and its other members are Daniel King and Steven Baldwin. The Directors consider that Mr. Fairbairn has recent and relevant financial experience in accordance with the requirements of the UK Corporate Governance Code.

The Audit Committee is expected to meet formally at least four times a year and otherwise as required. Further meetings may be called as required. The internal and external auditors have the right to attend meetings. The relevant Executive Directors, the Company's legal advisers and other persons may, by invitation from the Audit Committee, attend meetings. At least once per year, the Audit Committee may, if it so requires, meet privately with the external auditors.

Nomination Committee

The Nomination Committee comprises Steven Baldwin, Daniel King, Charles Fairbairn and Gal Haber, and is chaired by Mr. Baldwin. The UK Corporate Governance Code recommends that a majority of the members of a nomination committee should be independent non-executive directors. The Board considers Mr. Baldwin, Mr. King and Mr. Fairbairn to be independent for the purposes of the UK Governance Code. The Board considers that the Company is therefore compliant with the UK Corporate Governance Code in this respect.

The Nomination Committee meets not less than twice a year and at such other times as required. The Nomination Committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board, and giving full consideration to succession planning. The other key governance mandates pursuant to the written terms of reference of the Nomination Committee are as follows:

  • to oversee succession planning for directors and other senior executives, taking into account the challenges and opportunities facing the Company;
  • to identify, and nominate for the approval of the Board, candidates to fill Board vacancies (including outside director vacancies);
  • to make recommendations concerning the continuation in office of any director at any time, including the suspension or termination of service; and
  • to prepare a description of the role and capabilities required for a particular appointment.

The Nomination Committee takes into account the challenges and opportunities facing the Company and what skills and expertise will therefore be needed on the Board in the future.

Remuneration Committee

The Remuneration Committee comprises Daniel King, Charles Fairbairn and Steven Baldwin, and is chaired by Mr. King.

The Remuneration Committee meets not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the managing director, the chairman, the executive and non-executive directors, the company secretary and other senior executives. The other key governance mandates pursuant to the written terms of reference of the Remuneration Committee are as follows:

  • to review the on-going appropriateness and relevance of the Company's remuneration policy;
  • approving and recommending to the Board and the shareholders, the total individual remuneration package of the chairman, each executive and non-executive director and the chief executive officer and managing director (including bonuses, incentive payments and share options or other share awards);
  • in determining remuneration policies for the Company’s senior management and/or individual remuneration packages of each executive director, the chairman and other designated senior executives, to give regard to the relevant legal and regulatory requirements, the provisions of the Companies Law, the provisions and recommendations of the UK Corporate Governance Code and associated guidance;
  • to approve and determine the targets for any performance-related pay schemes operated by the Company; and
  • to review the design of all share incentive plans for approval by the Board and (if required or deemed appropriate) the shareholders.

In addition, in accordance with the Companies Law, the Remuneration Committee is required to review and approve a Remuneration Policy for directors and executives, and recommend that the Board and shareholders adopt such policy. The policy must be approved or ratified at least once every three years.

The UK Corporate Governance Code recommends that all members of the Remuneration Committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. No Director or manager may be involved in any discussions as to their own remuneration.

Disclosure Committee

The Company has established a Disclosure Committee chaired by Elad Even-Chen (the Chief Financial Officer). The other members are Charles Fairbairn (Senior Non-Executive Director) and Asaf Elimelech (the Chief Executive Officer). The Disclosure Committee assists the Board in fulfilling its obligation to make timely and accurate disclosure of all information that is required to be disclosed to meet legal and regulatory requirements and obligations under MAR and the Disclosure Guidance and Transparency Rules of the FCA and the requirement for the Company to establish and maintain adequate procedures, systems and controls to enable it to comply with these obligations.

Regulatory and Risk Committee

The Company has established a Regulatory and Risk Committee chaired by Penelope Judd (Chairman). The other members are Charles Fairbairn (Senior Non-Executive Director), Asaf Elimelech (the Chief Executive Officer) and Elad Even-Chen (the Chief Financial Officer). The Regulatory and Risk Committee receives presentations from management on risk, compliance and regulatory issues and reviews the related internal systems.

The Regulatory and Risk Committee meets not less than three times a year and otherwise as required. The Regulatory and Risk Committee has responsibility for reviewing relationships with the regulatory authorities and reviewing the adequacy and quality of the Company’s systems and procedures for compliance with regulatory requirements when Plus500 is regulated and in other jurisdictions where it has a significant market presence. The Regulatory and Risk Committee also has responsibility for reviewing the Company’s most significant risks to the achievement of strategic objectives, review of the Company’s risk policy, ensuring that the Company’s board ethics are being adhered to and that the Company continues its commitment to issues concerning social responsibility. The type of most significant risks and uncertainties are outlined herein.

Matters Reserved for the Board & Terms of Reference

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