Our corporate governance
We are a public limited company.
FCDO has an arms-length governance model for its shareholding in British International Investment. This mirrors best practice in the private sector and is tailored to the needs of a public limited company wholly owned by the UK Government.
In practice, this means our day-to-day operations and investment decisions are independent of government. FCDO sets our Investment Policy including our Policy on Responsible Investing, appoints our Chair and certain directors, and holds us accountable through regular reporting, including annual and quarterly shareholder meetings. This model combines both organisations’ abilities to achieve the best outcomes and ensures:
Accountability: we are solely responsible and accountable for our investment decisions and employ the highest standards of quality and integrity.
Proficiency: oversight of commercial investment decisions is delegated to a carefully selected Board with skills and experience aligned with our key objectives. FCDO is not involved in our investment decisions.
Independence: partners and investee businesses are reassured that our investment decisions are based on commercial rigour and independent of political involvement.
Continuity and stability: we avoid short-term policy changes. We are a long-term investor who thinks in decades rather than years.
Financial regulation: by operating as a private company, we are better positioned to comply with the Financial Conduct Authority’s rules.
Our Board – its role and membership
Our Chair, Diana Layfield, leads the Board which is comprised of executive and non-executive directors. The non-executive directors on our Board are people with private sector expertise, knowledge of Africa and South Asia, and development experience. They each add to the skills of our executive team. Our CEO, Nick O’Donohoe, and CFO, Carolyn Sims, are also members of the Board.
The Board’s areas of responsibility include establishing the vision, mission and values for the organisation; approving the strategy proposed by the Executive Committee and monitoring its implementation; and being accountable to and reporting to the shareholder and relevant stakeholders.
Our Board committees
The Board has delegated investment decision powers to the Investment Committee and operational decision making to the Executive Committee. In addition, the Board has five committees to assist it in fulfilling its responsibilities.
Audit and Compliance Committee: the main duties of this committee are to oversee the integrity of our financial statements, legal and regulatory compliance, the independent auditor’s qualifications and independence, and the performance of our internal audit function and of the independent auditors. In addition, the committee is responsible for ensuring that the internal control framework is ‘fit for purpose; it monitors the management accounting and valuations procedures and policies, investigates any irregularities, and oversees our regulated activities and compliance function.
Risk Committee: the Risk Committee oversees the implementation of the Risk Management Policy and the risks that we face. This includes ensuring that there is a clear understanding of the appetite of our shareholder and other stakeholders for risks that we face. The Committee is supported by the Chief Financial Officer and Risk Manager, who are responsible to them for overseeing risk management across British International Investment.
People Development and Remuneration Committee: this Committee’s remit includes the implementation of clear and transparent compensation policies consistent with our mission, determining remuneration packages for the Chief Executive and senior management, and making recommendations to the Board on our policy on executive remuneration. A key responsibility is ensuring that we recruit and develop high calibre employees who are inspired by our mission.
Development Impact Committee: the Development Impact Committee has oversight of the achievement of development impact through our investments, consistent with our mission to support the building of businesses throughout Africa and South Asia. It oversees our work in monitoring and evaluating the creation of good quality jobs in some of the world’s poorest places, as well as broader development impacts, including our gender, climate change and job quality strategies.
Nominations Committee: All non-executive directors are members of the Nominations Committee. Its remit includes appointing and inducting new Board members, reviewing the Board’s independence, structure, size and composition, and reviewing committee composition. It also considers succession planning (having regard to the rights of the Secretary of State for International Development as holder of a special share in the Company).
Our Board members’ biographies, including their committee membership, can be found here.
Our Board members’ attendance at Board and committee meetings can be found in our Annual Accounts, which are listed in the publications section below.