Board Committees
During 2022, two Focus Groups were set up to support the Board with greater scrutiny on specific matters. The Audit & Risk Focus Group met for the first time in late 2022 and the ESG Focus Group in early 2023. With effect from 8 February 2023, both focus groups were constituted by the Board as formal committees. The terms of reference of each Committee are documented, agreed by the Board and reviewed annually.
The key responsibilities of each Committee are set out below.
Audit & Risk Committee
The Committee plays a critical role in overseeing the Company’s financial reporting, reviewing the Group’s financial statements, accounting policies and reporting narrative.
It assists the Board with risk management, the application of internal control principles and compliance. The Audit & Risk Committee meets at least four times a year.
Committee Chair
Samantha Hoe-Richardson
Independent Non-Executive Director
Samantha Hoe-Richardson has served as a Director of the Company since 28 March 2024 and a Director of Kew Soda Ltd from 8 February 2023 until 28 March 2024.
She is also a non-executive director of Assured Guaranty UK Ltd, Ascot Underwriting Ltd, Cornish Metals Inc, and an adviser on Climate Change and Sustainability to the board of Laing O’Rourke, having previously served on the board of Lancashire Holdings Limited for nine years, becoming the chair of its audit committee.
As an executive, Ms Hoe-Richardson was Head of Environment & Sustainability for Network Rail and prior to this spent 16 years with Anglo American plc in a variety of strategic roles including Head of Environment and as a director and founder of Anglo American Zimele Green Fund (Pty) Ltd, which supports green entrepreneurs in South Africa.
Prior to her roles with Anglo American, Ms Hoe-Richardson worked in investment banking and within audit. She holds an MA in Nuclear and Electrical Engineering from the University of Cambridge and has a Chartered Accountancy qualification.
Committee Members
Ergun Ozen
Independent Non-Executive Director
Ergun Ozen has served as a Director of the Company since 28 March 2024, having previously served as a Director from 1 January 2019 until 8 February 2023.
He was also a Director of Kew Soda Ltd from 8 February 2023 until 28 March 2024. He has over 30 years of experience in banking and business administration, having previously served for 16 years as the CEO and President of Türkiye Garanti Bankasi, from 2000 until 2016, before retiring from this role and becoming a non-executive member of the board at Garanti Bank.
He started his career at Türkiye Is Bankası in 1987, before joining Garanti Bank in 1993, serving in various treasury and investment banking roles. Mr Ozen holds a BA in Economics from Stony Brook University.
Rosalind Kainyah
Independent Non-Executive Director
Rosalind Kainyah has served as a Director of the Company since 28 March 2024 and was a Director of Kew Soda Ltd from 8 February 2023 until 28 March 2024.
Ms Kainyah has 30 years of combined legal, operational, executive and Board experience, having started her career as an independent environmental law and policy consultant and then subsequently as a lawyer in the corporate and environment teams at Linklaters LLP.
She is a non-executive director currently serving on a number of boards across a range of industries and chairing sustainability committees. In previous board roles, she has also chaired remuneration, governance and nominations committees.
As an executive, Ms Kainyah served as director of external relations at De Beers UK Limited from 2004 to 2006, before being appointed as president of the De Beers Group Inc., USA from 2006 to 2009. From 2009 to 2013 she served as vice president of external affairs and corporate social responsibility at Tullow Oil Plc.
Ms Kainyah holds a BA in English from the University of Ghana, an LLB (Hons) from the University of London and an LLM from University College London and is a member of the Bar of England and Wales.
Sustainability Committee
The Sustainability Committee plays a crucial role in ensuring that sustainability is embedded in everything we do and is at the core of our business strategy. The Sustainability Committee oversees and advises the Board and executive management on matters relating to the development and implementation of Group sustainability initiatives and strategy.
The Sustainability Committee will meet at least four times during the year.
Committee Chair
Rosalind Kainyah
Independent Non-Executive Director
Rosalind Kainyah has served as a Director of the Company since 28 March 2024 and was a Director of Kew Soda Ltd from 8 February 2023 until 28 March 2024.
Ms Kainyah has 30 years of combined legal, operational, executive and Board experience, having started her career as an independent environmental law and policy consultant and then subsequently as a lawyer in the corporate and environment teams at Linklaters LLP.
She is a non-executive director currently serving on a number of boards across a range of industries and chairing sustainability committees. In previous board roles, she has also chaired remuneration, governance and nominations committees.
As an executive, Ms Kainyah served as director of external relations at De Beers UK Limited from 2004 to 2006, before being appointed as president of the De Beers Group Inc., USA from 2006 to 2009. From 2009 to 2013 she served as vice president of external affairs and corporate social responsibility at Tullow Oil Plc.
Ms Kainyah holds a BA in English from the University of Ghana, an LLB (Hons) from the University of London and an LLM from University College London and is a member of the Bar of England and Wales.
Committee Members
Harry Kenyon-Slaney
Senior Independent Director
Harry Kenyon-Slaney has served as a Director of the Company since 28 March 2024 and was a Director of Kew Soda Ltd from 8 February 2023 until 28 March 2024. He also serves as a Senior Advisor to McKinsey & Company supporting its transformation services.
Mr Kenyon-Slaney served in a number of senior executive roles for Rio Tinto Plc from 1990 to 2015, having previously held an executive position at Anglo American Plc between 1984 and 1990. Notably Mr Kenyon-Slaney served on the Executive Committee of Rio Tinto Plc from 2009 to 2015 in his capacity as the Divisional CEO of the Diamonds and Minerals Products Group from 2009 to 2012 and as the Divisional CEO of the Energy Products Group from 2012 to 2015.
Having completed the successful divestment of the Energy Products Group in 2015, he assumed chair and non-executive director positions at a number of natural resources and industrial manufacturing companies. He has had a broad career which has stretched across natural resources, energy, industrial minerals, manufacturing and logistics as well as extensive experience of complex stakeholder management in Africa, Japan, India, North America and Australia.
Mr Kenyon‑Slaney holds a BSc in Geology from Southampton University and completed the International Executive Programme at INSEAD, France.
Samantha Hoe-Richardson
Independent Non-Executive Director
Samantha Hoe-Richardson has served as a Director of the Company since 28 March 2024 and a Director of Kew Soda Ltd from 8 February 2023 until 28 March 2024.
She is also a non-executive director of Assured Guaranty UK Ltd, Ascot Underwriting Ltd, Cornish Metals Inc, and an adviser on Climate Change and Sustainability to the board of Laing O’Rourke, having previously served on the board of Lancashire Holdings Limited for nine years, becoming the chair of its audit committee.
As an executive, Ms Hoe-Richardson was Head of Environment & Sustainability for Network Rail and prior to this spent 16 years with Anglo American plc in a variety of strategic roles including Head of Environment and as a director and founder of Anglo American Zimele Green Fund (Pty) Ltd, which supports green entrepreneurs in South Africa.
Prior to her roles with Anglo American, Ms Hoe-Richardson worked in investment banking and within audit. She holds an MA in Nuclear and Electrical Engineering from the University of Cambridge and has a Chartered Accountancy qualification.
Sir Peter Westmacott
Independent Non-Executive Director
Sir Peter Westmacott has served as a Director of the Company since 28 March 2024, having previously served as a Director from 1 January 2019 until 8 February 2023. He was also a Director of Kew Soda Ltd from 8 February 2023 until 28 March 2024.
He has had an extensive diplomatic career spanning 43 years across several continents, including four years in Iran before the 1979 revolution and a secondment to the European Commission in Brussels.
Sir Peter has undertaken numerous roles including Deputy Private Secretary to HRH The Prince of Wales between 1990 and 1993, Foreign and Commonwealth Office’s Director for the Americas between 1997 and 2000, and Deputy Under Secretary of State for the Wider World from 2000 to 2001. He was British Ambassador to Türkiye, France and the US from 2002 to 2006, 2007 to 2012 and 2012 to 2016, respectively.
After a semester as a Resident Fellow at Harvard’s Kennedy School of Government, Sir Peter took up a number of corporate roles in the UK including independent non-executive at Ernst & Young and non-executive director at Ciner Glass Ltd, Glasswall Holdings, and Volex Ltd.
He is a Distinguished Ambassadorial Fellow at the Atlantic Council, and a Senior Adviser to Chatham House. He was Chairman of the International advisory board of Tikehau Capital from 2019-22 and chair of Tikehau Capital UK from 2022-24.
Sir Peter holds an MA in European History and French from the University of Oxford and is the author of “They Call it Diplomacy”, published in 2021.
