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.

Governance principles

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 2023 Annual Report and Accounts.

Management structure

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 2023 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 2023.

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.

Board evaluation

The Board continued to work against an action plan based on the development opportunities identified following the facilitated review in 2021. A self-evaluation was carried out mid-2023 showing that members of the Board considered that the Board and Board Committees continue to act effectively, that the Board are working better as a cohesive whole, and that greater diversity of skills and experience brought to the Board by the latest joiners had enhanced the overall effectiveness. A particular focus would be maintained on customer voice and customer needs, and on employee talent and engagement.

Progress on actions and results of the self-evaluation were formally discussed by the Board in July 2023. The Board has agreed to conduct a facilitated review in 2024.