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As we embark on our exciting journey as a standalone company, The Magnum Ice Cream Company (TMICC) affirms our commitment to always do business with integrity and acknowledges the importance of good governance. We share a responsibility to foster a culture of trust – both within TMICC and in all of the external communities we engage.
TMICC has a one-tier board structure comprising both Executive Directors and Non-Executive Directors. The Board has adopted rules regarding its working methods and decision-making process in the ‘Board Terms of Reference’. Further details of how our Board effectively operates, governs itself and delegates its authorities are set out in the document ‘The Board Terms of Reference’.
TMICC understands the importance of diversity within our workforce throughout the organisation – this starts with our Board. TMICC’s Profile for Directors and Board Composition Standards, are reviewed by the Non-Executive Directors periodically and will be used by the Nomination and Governance Committee as a guide when selecting and nominating Directors for appointment and reappointment. The Profile for Directors and Board Composition Standards can be found within the Downloads section on this page.
The Board has adopted composition standards, which, among other things, addresses Dutch law, Dutch Corporate Governance Code and UK Listing Rules requirements at Board level. The Board’s standards will be taken into account when considering the appointment and reappointment of Executive and Non-Executive Directors. The standards provide that the Board will include, and make use of, differences in, amongst other things, the experience, skills and other distinctions between Directors. These differences will be considered in determining the composition of the Board and, when possible, will be balanced appropriately. The Board is satisfied that its composition reflects the appropriate mix of gender balance, experience, independence, knowledge and skills. The Board composition ambition for the Non-Executive Directors of the Board is set at a minimum of one-third female and a minimum of one-third male.
The Audit and Risk Committee comprises a minimum of three Non-Executive Directors. The Committee assists the Board in fulfilling its oversight responsibilities in respect of the integrity of TMICC's financial statements; risk management and internal control arrangements; compliance with legal and regulatory requirements; the performance, qualifications and independence of the external auditors; and the performance of the internal audit function.
The Committee is also responsible for making recommendations to the Board on the nomination of and compensation payable to the external auditors. The Audit and Risk Committee is fully compliant with the rules regarding Audit Committees that are applicable in the Netherlands, the UK and US.
The Nomination and Governance Committee comprises a minimum of three Non-Executive Directors. The Committee is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and Board Committees. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or Committee members as the need may arise.
The Remuneration Committee comprises a minimum of three Non-Executive Directors (other than the Board Chair who may be appointed as an additional member). The Committee reviews the remuneration of the Executive Directors, Non-Executive Directors and the Executive Leadership Team. It also has responsibility for the design and terms of Executive and all employee share-based incentive plans and setting the remuneration and benefits package of each of the Executive Directors and the Senior Management Team.
The Remuneration Policy is designed to attract, motivate and retain exceptional international Executive and Non-Executive Directors with the required background, skills and experience to implement the strategy of the Company. It is transparent and aligns the interests of the Company, shareholders and other stakeholders in the medium and long term to deliver sustainable performance in line with the strategy, purpose and values of the Company.
The purpose of the Disclosure Committee is to help the Board ensure that financial and other information that ought to be disclosed by The Magnum Ice Cream Company is disclosed in a timely manner and that the information that is disclosed meets legal and regulatory obligations.
