The Board is firmly committed to high standards of corporate governance and maintaining a sound framework for the control and management of the business. The Board recognises that effective governance is key to the implementation of strategy for our shareholder and wider stakeholders.
A summary of the Group's compliance with the Wates Corporate Governance Principles for Large Private Companies (published by the Financial Reporting Council (FRC) in December 2018) and the Guidelines for Disclosure and Transparency in Private Equity Companies (the ‘Walker PERG Guidelines’) during 2021 can be found in the Corporate Governance Report in the Group’s 2022 Annual Report and Accounts.
The Board’s role is to promote the long-term success of the Group. We do this by implementing and overseeing frameworks for governance, risk and performance management and receiving regular updates on governance, stakeholder engagement activities, risk, strategy, performance and culture. We have a well-structured Corporate Governance Framework as set out below. Further details can be found in the Corporate Governance Report in the 2022 Annual Report and Accounts.
Board composition and responsibility
The Board comprises the Chair, the Group CEO, the Group CFO, Independent Non-Executive Directors and Non-Executive Directors. Details of our Board Members can be found in our Board Member profiles.
The Board is responsible for:
- leadership and oversight of the Group and has overall authority for the management and conduct of the Group’s business, strategy and development;
- ensuring the maintenance of a sound system of internal control and risk management (including financial, operational and compliance controls, and for reviewing the overall effectiveness of systems in place);
- the approval of any changes to the capital, corporate and management structure of the Group; and
- the environmental, social and governance agenda.
Further details can be found the schedule of Matters Reserved for the Board
The Board has delegated a number of its responsibilities to Board Committees.
Audit Committee: Membership comprises Andrew Birrell, Chair and a subset of other Independent Non-Executive Directors. The Committee monitors the integrity of the Group’s financial and solvency statements, the effectiveness of the external and internal auditors and internal controls processes, and reviews the Group’s whistleblowing policy. Read the Group’s Internal Audit Charterand its full Terms of Reference here.
Risk Committee: Memberships comprises Peter Shaw, Chair and a subset of other Independent Non- Executive Directors. The Committee reviews the effectiveness of the Group’s risk management systems, the overall risk assessment processes and methodology and sets the Group’s risk appetite. Read its full Terms of Reference here.
Remuneration Committee: Membership comprises Elke Reichart, Chair and a subset of other Non-Executive Directors. The Committee is accountable for remuneration policy, short and long-term incentives for Executives and the senior management team, and the appointment/ termination of individual Executives. Read its full Terms of Reference here.
Group Executive Committee: Membership comprises the Chief Executive and his direct reports. The Committee is responsible for the overall day to day management of the Group, driving its vision and strategy and ensuring the organisational culture leverages diversity, industry knowledge and customer insight. It also comprises:
Group Executive Risk Committee, Group Executive Transformation Committee, Group Executive ESG Committee, Group Executive People Committee.
Further information on Corporate Governance can be found in the Annual Report and Accounts 2022.
Our Articles of Association can be found here.
Environmental, Social and Governance matters
The Board oversees the Group’s environmental, social and governance (‘ESG’) activity and approves and reviews the ESG Policy and other related policies on an annual basis. Further information on our ESG activity can be found in the Sustainability section here.
Equity, inclusion and diversity
Succession planning and diversity are a key area of focus for the Board. The Board continues to focus on promoting diversity across its own membership, its executive pipeline, senior leadership roles and all its employees. Further information can be found in our Equity, Inclusion and Diversity Policy and Board Statement.
Following a facilitated review in 2021 which focused on key governance areas agreed with the Chair and Company Secretary, the Board agreed an action plan based on development opportunities identified. Significant progress has been made against this plan: increased focus on customer voice and customer needs, on employee talent and succession development, and a greater degree of initiative in discussing social and environmental topics; and achieving a greater balance of diversity in terms of identity, areas of expertise and share of voice.
Progress against these actions were tracked throughout the year and were formally discussed by the Board in November 2022.