Corporate Governance

We run our business with honesty, transparency and accountability, preserving long-term value

Essential Reading

Our governance framework
Board Committees

Deeper Dive

We are committed to high standards of corporate governance and manage our Group with honesty, transparency and in accordance with the 2024 UK Corporate Governance Code, all applicable laws and in line with best practice.

Our governance framework

The Board is committed to a governance framework that supports the Group’s Together for Growth Strategy. The Board relies on the Group Executive Committee to run the business, holding them accountable against targets and standards, while always embracing the values of collaboration, integrity and respect to achieve our goals.

Read more about the Group Executive Committee and their biographies.

The Board’s focus is on long-term success, strategic oversight and robust risk management. This commitment is reflected in the Company’s established corporate governance framework, read more here which is designed to enable effective decision making and compliance with the 2024 UK Corporate Governance Code.

Board Responsibilities

The role of the Board is to provide entrepreneurial leadership, within a formal governance framework, to promote the long-term success of the Company for its shareholders and other stakeholders, including customers, suppliers, employees and the local communities in which we operate.

The Board has a collective responsibility for providing leadership, preserving long-term value by anticipating business risks, monitoring performance and promoting the Company’s culture and Values. Read more about the Board and their biographies.

Matters Reserved to the Board

Responsibilities of the Board include, but are not limited to:

Approval of corporate and strategic business plans
Approval of full and half year results
Trading updates
Integrated risk management framework
Major acquisitions and disposals
Major capital expenditure
Director appointments
Material litigation
Governance structure

Board Committees

The Board has delegated specific responsibilities to four Board Committees: Audit and Risk, Colleague Engagement, Nomination and Remuneration.

The Board and its Committees ensure that robust governance procedures are in place so that shareholders can be confident that the Group is well positioned for long-term sustainable growth. Committee discussions and recommendations are reported to the Board after each meeting. Terms of Reference for all Committees are reviewed annually and can be located below.

Audit and Risk Committee

Membership

Andrew Kemp (Chair)
Constance Baroudel
Peter France
Richard Gillingwater
Caroline Johnstone

Committee purpose

The overall purpose of the Audit and Risk Committee is to oversee and monitor the entire financial reporting and control process, to ensure the integrity of the Group’s published financial information and assurance over it.

Committee responsibilities

Monitoring the integrity of Financial Statements and any formal announcements relating to the Company’s financial performance, and reviewing significant judgements contained in them
Oversight of the Group’s risk management activities, reviewing the Group’s internal financial controls, and internal control and risk management systems
Reviewing the Group’s whistle-blowing arrangements and ensuring that appropriate, independent investigation and follow-up processes take place
Monitoring and reviewing the effectiveness of the Company's internal and external audit process
Making recommendations to the Board on the appointment, re-appointment or removal of the external auditor and approving the remuneration and terms of engagement for the auditor

Terms of Reference

A woman is standing at a digital board, pointing at a data graph

Governance Report

Our Governance Report sets out our approach to governance, explains how the Board and its Committees are structured and their focus during the year.

It also explains how the Group has applied the principles of the 2018 UK Corporate Governance.

Learn more

Meet our leaders

There is a clear division of responsibilities between the leadership of the Board and our Executive leadership.

Our Group Chief Executive’s roles and responsibilities include: management of the Group’s short-, medium- and long-term performance; stewardship of capital, technical and human resources; corporate and business strategy; internal risk management controls and organisational structure.

Group Executive Committee