Governance practices

Our directors are responsible to shareholders for:

• Making sure our company is appropriately managed and we achieve our objectives.
• Making sure we have an appropriate system of governance throughout our company.

Some matters fall outside our Board of Directors’ scope. Unless they are reserved for shareholder approval in a general meeting, the Board delegates them to our Group CEO, who then delegates responsibility for specific operations to members of the Group Executive Committee.

Composition of our Board

Our Board is made up of:

• The Chair
• The Senior Independent Director
• Nine Non-Executive Directors
• The Group Chief Executive Officer
• The Group Chief Financial Officer

We comply with the Code requirement that at least half of our Board, excluding the Chair, should be Independent Non-executive Directors.

You can read our Board of Directors' profiles.

Appointment and re-election of directors

We make appointments to our Board on the recommendation of the Nomination and Governance Committee, following a search undertaken by an executive selection agency and a series of interviews.

If we make an appointment to our Board between Annual General Meetings (AGMs), we will put the new director forward for election by the shareholders at our next AGM.

We put all our directors forward for re-election at our AGM, in compliance with the Code.

Board effectiveness

We undertake a rigorous evaluation of our Board, its committees, the directors and the Chair every year, to assess their performance. The Chair usually leads this process, supported by the Group Company Secretary.

At least once every three years, we ask an independent consultancy to carry out our evaluation. They interview each Board member.

We also review the effectiveness of our Board committees every year. You can read about our latest effectiveness review in our Annual Report and Accounts, which you can find on our results, presentations and reports page.

Our Board has five standing committees. Each has clear terms of reference, to ensure oversight of important policy issues outside the main Board meetings.

The committees are Audit, Customer and sustainability committee, Nomination and Governance, Risk and Remuneration.

You can find out about our committees’ duties and activities, their composition and terms of reference on the Board committees section of the website.

Our Remuneration Committee considers alignment between the Group’s strategy and the remuneration of its Senior Executives, including Executive Directors, to be critical.

We believe that Senior Executives should be appropriately rewarded on a market competitive basis for the delivery of stretching goals and should receive reduced rewards when the business performs poorly.

For more details please read our Annual Report and Accounts, which you can find on our results, presentations and reports page.