Board leadership and oversight
Our Board is committed to high standards of governance, providing effective leadership, robust oversight and disciplined decision‑making. This section outlines Halma’s governance framework, the role of the Board and its Committees, and how we ensure accountability, transparency and constructive engagement with shareholders and other key stakeholders.
Governance in action
Read about where the Board has focused its time and attention this year, demonstrating how governance is applied in practice to support effective oversight and decision‑making.
Portfolio Management
The Board reviews the portfolio through the lens of our purpose and Sustainable Growth Model and approved record acquisition investment this year.
Cyber resilience
The Board enhanced its ability to challenge management and assess cyber resilience at both a strategic and operational level through specialist training.
Governance and control optimisation
The Board reviewed the governance and control framework to better reflect the Group’s scale and complexity, balancing oversight with agility.
Sustainability commitment
The Board approved enhanced targets for Scope 1 & 2 emissions, alongside a deeper review of risks, opportunities and strategic implications.
Our governance framework
The role of the Board is to provide entrepreneurial leadership, within a framework of prudent and effective controls, that promotes the interests of Halma over the long term for the benefit of stakeholders. The Board sets the Group’s strategic goals and has ultimate responsibility for its management, direction and performance.
Board-level governance
Halma plc Board
Group purpose, strategy, culture and stewardship. Approves Group policies and authority framework.
Principal Board Committees
Audit Committee, Remuneration Committee, Nomination Committee
Executive and operating governance
Executive Board (chaired by Group Chief Executive)
Executive leadership of the Group. Performance, priorities and delivery in line with Group purpose and strategy.
Sector boards (chaired by Sector Chief Executives)
Sector‑level strategy, performance and oversight forums. Forum for talent, culture, sustainability, risk and M&A.
Company boards (chaired by Divisional Chief Executives)
Statutory boards of companies. Responsible for strategy, governance, operations and performance of companies, within the Group framework.
Nomination Committee
Leads on Board appointments, succession planning and evaluation; reviews the size, skills, diversity and composition of the Board and Committees.
Committee membership
- Chair: Dame Louise Makin
- Jo Harlow
- Sharmila Nebhrajani OBE
- Dharmash Mistry
- Liam Condon
- Giles Kerr
- Hudson La Force
- Barbara Thoralfsson
Audit Committee
Monitors the integrity of financial statements, oversees the system of internal control, compliance and risk management and reviews external Auditor independence and performance.
Committee membership
- Chair: Sharmila Nebhrajani OBE
- Jo Harlow
- Dharmash Mistry
- Liam Condon
- Giles Kerr
- Hudson La Force
- Barbara Thoralfsson
Remuneration Committee
Keeps under review the framework and Policy on Executive Director and senior management remuneration.
Committee membership
- Chair: Jo Harlow
- Dame Louise Makin
- Sharmila Nebhrajani OBE
- Dharmash Mistry
- Liam Condon
- Giles Kerr
- Hudson La Force
- Barbara Thoralfsson
Board roles and responsibilities
Our Board establishes and monitors the ongoing effectiveness of the Company’s purpose, values and strategy for delivering long‑term sustainable value for stakeholders. Responsibility for monitoring the culture of the Company and providing challenge to management.
Chair's responsibilities
Governance
- Promoting high standards of corporate governance.
- Leading, chairing and managing the Board.
- Ensuring all Board committees are properly structured and operate with appropriate terms of reference.
- Regularly considering the composition and succession planning of the Board and its committees.
- Ensuring that Board and committee performance is evaluated on a regular basis.
- Ensuring adequate time is available for all agenda items and that the Board receives accurate, clear and timely information.
- Ensuring that there is effective communication with shareholders.
Strategy
- Leading the Board in reviewing the strategy of the business and setting its objectives.
- Promoting open and constructive debate in Board meetings.
- Ensuring effective implementation of Board decisions with the support of the Group Chief Executive.
- Ensuring that the Board manages risk effectively.
- Consulting, where appropriate, with the Senior Independent Director on Board matters.
People
- Chairing the Nomination Committee.
- Identifying and meeting the induction and development needs of the Board and its committees.
- Developing a strong working relationship with the Group Chief Executive.
- Ensuring a strong working relationship between executive and non-executive Directors.
- Setting clear expectations concerning the Company’s culture, values and behaviours.
- Ensuring effective relationships are maintained with key stakeholders.
Group Chief Executive's responsibilities
- Providing coherent leadership and management of the Company.
- Developing objectives, strategy and performance standards to be agreed by the Board.
- Providing input to the Board’s agenda.
- Providing effective leadership of the Executive Board to achieve the agreed strategic priorities.
- Maintaining an Executive Board of the right calibre and expertise, ensuring that succession plans are available and reviewed annually with the Chair and the non-executive Directors.
- Monitoring, reviewing and managing key risks and strategies with the Board.
- Ensuring that the assets of the Group are adequately safeguarded and maintained.
- Building and maintaining the Company’s communications and standing with shareholders, financial institutions and other stakeholders and effectively communicating Halma's investment proposition and purpose.
- Ensuring the Board hears the voice of the wider workforce on company matters and decisions.
Executive Directors
- Implementing and delivering the strategy and operational decisions agreed by the Board.
- Making operational and financial decisions required in the day-to-day management of the Company.
- Providing executive leadership to senior management across the business.
- Championing the Group’s culture and values, reinforcing the governance and control procedures.
- Promoting talent management and diversity, equity and inclusion.
- Ensuring the Board is aware of the view of employees on issues of relevance to Halma.
Senior Independent Director
- Acting as a sounding board for the Chair.
- Serving as a trusted intermediary for the other Directors.
- Providing an alternative channel for shareholders and employees to raise concerns, independent of executive management and the Chair.
Independent non-executive Director
- Contributing independent thinking and judgement, and providing external experience and knowledge, to the Board agenda.
- Scrutinising the performance of management in delivering the Company’s strategy and objectives.
- Providing constructive challenge to the executive Directors.
- Monitoring the reporting of performance and ensuring that the Company is operating within the governance and risk framework approved by the Board.
Company Secretary
- Acting as a sounding board for the Chair and other Directors.
- Ensuring clear and timely information flow to the Board and its committees.
- Providing advice and support to the Board and its committees on matters of corporate governance and regulatory compliance.
Matters reserved for decision by the board
- Setting the Group’s long-term objectives and commercial strategy.
- Approving annual operating and capital expenditure budgets.
- Ceasing all or a material part of the Group’s business.
- Significantly extending the Group’s activities into new business or geographic areas.
- Changing the share capital or corporate structure of the Company.
- Changing the Group’s management and control structure.
- Approving half-year and full-year results and reports.
- Approving dividend policy and the declaration of dividends.
- Approving significant changes to accounting policies.
- Approving key policies.
- Approving risk management procedures and policies, including anti-bribery and corruption.
- Approving major investments, disposals, capital projects or contracts (including bank borrowings and debt facilities).
- Approving guarantees and material indemnities (not otherwise delegated to the Bank Guarantees and Facilities Committee).
- Approving resolutions to be put to the AGM and documents or circulars to be sent to shareholders.
- Approving changes to the Board structure, size or its composition (following the recommendation of the Nomination Committee).
- Assessing and monitoring the Group’s culture and alignment with its purpose, values and strategy.
Board diversity policy
Halma is committed to building a diverse and inclusive culture throughout the Group. Diversity, Equity and Inclusion is one of our Key Sustainability Objectives as we believe it benefits the global economy and creates a fairer future for everyone, every day. The Board has agreed the following commitments, which are in line with the FTSE Women Leaders Review recommendations and go beyond the targets recommended by the Parker Review.
Our commitments
Gender balance
40%
to maintain gender balance at Board and Executive Board level by ensuring that representation of both men and women is at or above a minimum 40% threshold, and ensure a minimum representation of men or women one-level below the Executive Board is at or above the 40% threshold
Senior director role
1
to have at least one woman in the Chair or Senior Independent Director role and/or one woman in the CEO or CFO role
Ethnic diversity
2
to maintain at least two ethnically diverse Directors on the Board
Senior management
20%
to have at least 20% of senior management positions to be occupied from underrepresented ethnic groups by December 2027
Our code of conduct
Our Code sets out the standards by which we conduct our business. We expect our business partners to act with similarly high ethical standards.
Our code of conduct
