Good governance and a strong corporate culture are the foundations of SSE’s purpose, vision and strategy. The Board gives close consideration to the views of all stakeholders in its decision making and understands the importance of clear disclosure of this, and other material issues, in reporting how its work supports the long-term success of the Company.
The successful execution of our strategy and oversight of delivery is supported by SSE’s established Governance Framework, which maps where accountability resides in line with delegated authorities.
Our Governance Framework
The Board
The Board’s role is to promote the long-term success of SSE.
It sets SSE’s purpose, vision and strategy, which centre on value creation for shareholders and society in the transition to net zero. It is supported by five committees.
Nomination Committee
The Nomination Committee reviews and monitors the leadership needs of the Board and senior management, and supports SSE’s continued ability to recruit and develop the level and balance of skills, experience and knowledge required to ensure the Company’s long-term success. The Committee’s work is carried out in consideration of SSE’s Board Inclusion and Diversity Policy and SSE’s Group-wide Inclusion Strategy.
The members of the Committee are: Sir John Manzoni (Committee Chair), Lady Elish Angiolini, John Bason, Tony Cocker, Debbie Crosbie, Helen Mahy, Melanie Smith, Dame Angela Strank and Maarten Wetselaar.
Audit Committee
The Audit Committee assists the Board in discharging its responsibilities in relation to financial reporting, internal audit, external audit, internal control and risk management. It also works with the internal and external auditors for the SSE Group as a whole.
The Committee is also responsible for reviewing and monitoring the objectivity and independence of the External Auditor and oversees SSE's non-audit services policy, which governs the non-audit services that may be provided by the External Auditor.
The members of the Committee are: John Bason (Committee Chair), Tony Cocker, Debbie Crosbie, Helen Mahy and Maarten Wetselaar.
EMRC
The Energy Markets Risk Committee (EMRC) assists the Board to discharge its responsibilities in relation to risk management and internal control of energy markets risk exposures. The EMRC achieves this by monitoring and supervising the hedging approach, assessing potential energy market risks and issues, and reviewing internal control and risk management.
The members of the Committee are: Tony Cocker (Committee Chair), Barry O'Regan Debbie Crosbie, Sir John Manzoni, Martin Pibworth, Melanie Smith and Maarten Wetselaar.
SSHEAC
The Safety, Sustainability, Health and Environment Advisory Committee (SSHEAC) supports and advises the Board on matters relating to safety, sustainability, health and the environment. The SSHEAC provides a forum for non-Executive Directors to work with senior management and shape policy, targets and strategy to improve safety, sustainability, health and environmental performance.
The members of the Committee are: Helen Mahy (Committee Chair), Lady Elish Angiolini, Chris Burchell, Tony Cocker, Sir John Manzoni, Rachel McEwen, Mark Patterson, Martin Pibworth, Nathan Sanders and Dame Angela Strank.
Remuneration Committee
The Remuneration Committee is responsible for overseeing the operation of SSE’s Remuneration Policy. It is responsible for setting remuneration for all Executive Directors, the Chair, the Company Secretary and the Group Executive Committee. The Committee also reviews but doesn't decide on the remuneration of SSE employees.
The members of the Committee are: Melanie Smith (Committee Chair), John Bason, Lady Elish Angiolini, Sir John Manzoni, and Dame Angela Strank.
SSEN Transmission Board
The SSEN Transmission Board oversees the operation and development of the high-voltage electricity transmission system in the North of Scotland and its islands. Following a minority stake sale completed in November 2022, the business is owned 75% by SSE plc and 25% by Ontario Teachers’ Pension Plan Board.
SSEN Distribution Board
The SSEN Distribution Board oversees the safe and reliable operation of electricity distribution networks supplying over 3.9m homes and businesses across central southern England as Southern Electric Power Distribution plc (SEPD), and in the North of Scotland as Scottish Hydro Electric Power Distribution plc (SHEPD).
Group Executive Committee
The Group Executive Committee (GEC) implements SSE’s purpose, vision and strategy through day-to-day operations and executive management of SSE’s businesses. Through a framework of delegated authorities, the Group Executive Committee oversees the management of the Business Units and corporate and support services.
Business Unit Executive Committees
Seven Business Unit Executive Committees develop and recommend business unit strategy, budgets, and KPI targets aligned with overall Group objectives, and are responsible for overseeing the delivery of these once agreed. Regular reporting to the Group Executive Committee ensures appropriate oversight of business unit performance at Group level.
Group Committees
Six Group Committees develop and recommend policy, controls, frameworks and strategy in their respective areas, reporting to the Group Executive Committee to ensure appropriate oversight at Group level.
Board of Directors
The membership of the Board is agreed upon based on the skills and experience it needs to discharge its leadership role. In a commitment to ensuring membership remains appropriately diverse and fosters a culture that is inclusive of all views, perspectives and experiences, the Board has adopted a standalone Inclusion and Diversity Policy. This contains Board-led targets and ambitions and forms part of SSE's Group-wide inclusion and diversity strategy.
The Group Executive Committee
Once set by the Board, the implementation of strategy is the responsibility of the Group Executive Committee and management across SSE’s Business Units.
The Group Executive Committee implements SSE’s purpose, vision and strategy through day-to-day operations and executive management of SSE’s businesses.
Corporate Governance
We are committed to the highest standards of corporate governance.
The successful execution of our strategy and oversight of delivery is supported by SSE’s established Governance Framework, which maps where accountability resides in line with delegated authorities. Areas of importance to the Board and SSE’s operations influence the features of the Governance Framework, which is illustrated, in part, by the Committees which provide dedicated focus to areas on behalf of the Board and the Group Executive Committee.
To ensure that all decision-making is well-informed, transparent, and balanced, careful consideration is given to information provision and flows within the Governance Framework. This approach further supports each Director in the discharge of their responsibilities and applicable legal duties.
The effective working relationship between the Board and senior management facilitates both support and challenge where required, with Board awareness enhanced through regular dialogue, including upwards reporting from key individuals, and the provision of minutes from all Board Committee and Group Executive Committee meetings
Authorities and responsibilities
Formally, these authorities and responsibilities are documented within: SSE’s Articles of Association; the Schedule of Matters Reserved for the Board; the Terms of Reference for the Committees which comprise SSE’s Governance Framework; role profiles within Board positions and the financial approvals framework. Together, they reinforce the cultural expectations surrounding accountability at the different levels within the organisation.