Corporate governance

The Board

The ultimate holding company of the Voyage Care group is VC Healthcare Topco Limited (the Company).

Wren House Infrastructure LP have the right to appoint non-executive directors of the Company (Investor Directors).

The Investor has the right to appoint one of the directors to be the Chair of the Board.

The Board of the Company comprises four non-executive directors (being the Chair and four Investor Directors) and three executive directors (being the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer). The Company Secretary / Legal Director also attends each Board Meeting.

Board meetings are held at regular intervals and in any event at least ten times in every calendar year. Prior to each meeting a comprehensive ‘board pack’ is sent to the Board containing detailed reports on quality and safety, operational and financial performance, HR matters, and business development. These are reviewed at the meeting.

Committees of the Board

The Board has established a Quality, Safety and Risk Committee, an Audit Committee, a Remuneration Committee and an Investment Committee. The membership, purpose and responsibilities of each committee are summarised below.

Quality, Safety and Risk Committee

The Quality, Safety and Risk Committee comprises an independent person with sector experience who will act as Chair, two representatives from Wren House Infrastructure LP, the CEO, the Director of Quality, and the Legal Director / Company Secretary. The COO will be invited to attend meetings of the Committee.

The purpose of the Committee is to review and monitor Voyage standards of quality of care, safety, and regulatory compliance insofar as they relate to people supported by the Company. Its responsibilities include:

• holding the executive team to account in matters of quality and safety;
• considering reports of serious incidents;
• reviewing trends in quality and safety indicators;
• reviewing the Company’s care related, and health and safety, policies and procedures;
• advising the board on all matters within its remit; and
• taking a strong interest in whistleblowing.

Audit Committee

The Audit Committee comprises the Chair of VC Healthcare Topco Limited (who will act as Chair), the CEO, the CFO, and two representatives of Wren House Infrastructure LP.

The purpose of the Committee is to review the financial statements and controls of the Voyage Care group on behalf of the Board. Its responsibilities include:

• taking advice, as necessary, to be assured that the principles and policies adopted in the financial statements comply with statutory requirements and with the best practices in accounting standards;
• consulting with the external and internal auditors and reviewing with them all major points arising from the audits;
• seeking to satisfy itself that the internal control and compliance environment is adequate and effective; and
• recommending to the Board the appointment and level of remuneration of the external auditors.

Remuneration Committee

The Remuneration Committee comprises the Chair of VC Healthcare Topco Limited (who will act as Chair), the CEO, and two representatives from Wren House Infrastructure LP.

The purpose of the Committee is to provide oversight of terms and conditions of service of senior employees on behalf of the Board. Its responsibilities include:

• making determinations on all matters concerning the emoluments of the senior managers;
• amending, with the agreement of the senior manager, any of the terms of his/her service contract;
• approving, if appropriate, any ex gratia payments to senior managers including compromise agreements;
• making determinations on all matters concerning the establishment of any Employee Benefit Trust, the grant of any options pursuant to any such Trust and the allocation of any Leaver Shares and/or Additional Shares; and
• approving, if appropriate, all proposed appointments of new senior managers.

Investment Committee

The Investment Committee comprises the CFO (who will act as Chair), the Commercial Director, the CEO, the COO and two representatives of Wren House Infrastructure LP.

The purpose of the Committee is to review all significant investment proposals and according to their size and the judgement of the Committee, either to decide on whether they should be pursued or to make recommendations to the Board in that respect. Its responsibilities include:

• ensuring that the Board is informed on the status of proposals pending and approved;
• reviewing selected prior investments made to evaluate returns against those anticipated; and
• annually reviewing investment strategy and considering the best use of funds against that strategy and the returns available