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This site is under development and will be the new home of Wolseley plc, the world’s leading specialist distributor of plumbing and heating products, when we change our name to Ferguson plc on 31 July 2017. Please come back then and visit us then. In the mean time, please visit our current live site below for further information Thank you.

www.wolseley.com

Board Committees

Committees of the Board support the Board in the fulfilment of its duties. Certain strategic decisions and authorities of the Company are reserved as matters for the Board with other matters, responsibilities and authorities delegated to its Committees. 

Audit Committee

The Audit Committee oversees, monitors and makes recommendations as appropriate in relation to the Company’s financial statements, accounting processes, audit (internal and external), risk and internal controls and matters relating to fraud and whistleblowing.

The Board considers that the Chairman and each member of the Committee is independent within the definition set out in the UK Corporate Governance Code and that several have recent and relevant financial experience.

The Audit Committee is made up of seven Independent Non Executive Directors and has four scheduled meetings each year.

Role and responsibilities

The Audit Committee has wide-ranging oversight of responsibilities assigned to it by the Board. 

These are to:

  • assist the Board to fulfil its responsibilities relating to external financial reporting and associated announcements including:
    • Half Year and Full Year financial statements, including financial reporting requirements;
    • Half Year and Annual Full Year results announcements made to the London Stock Exchange;
  • review key accounting and auditing issues;
  • review the effectiveness of the Company’s internal control and risk management procedures;
  • report regularly to the Board on compliance in relation to the business activities for which it has responsibility within its terms of reference;
  • ensure that it has an agenda which is linked to events in the Company’s financial calendar;
  • review the Company’s policies and procedures relating to governance, risk and control and, in addition to the regular items, each member of the Committee may request reports on matters of interest;
  • develop, implement and monitor the Company’s policy on external audit;
  • monitor independence, objectivity and compliance with ethical and regulatory requirements in relation to external audit;
  • review the effectiveness of the external auditor;
  • recommend the appointment and reappointment of the Company’s external auditors;
  • review at least annually a formal letter provided by the external auditors confirming their independence and objectivity within the context of applicable regulatory requirements and professional standards;
  • review the effectiveness of the internal audit function;
  • review litigation, contingent liabilities and tax matters, including compliance with statutory tax obligations; and
  • monitor fraud reports and the operation of the Company’s whistleblowing policy.


Non-audit policy

Under our policy, the external auditors cannot be engaged to perform any of the following services:

  • book-keeping services related to accounting records or financial statements;
  • design and implementation of financial information systems;
  • appraisal or valuation services, fairness opinions and contributions in kind reports;
  • actuarial services;
  • internal audit outsourcing services;
  • management functions including human resources;
  • broker or dealer, investment adviser or investment banking services; or
  • legal and other expert services unrelated to audit work.

 

Members

 

Member Role
Darren Shapland Independent Non-Executive Director (Committee Chairman)
Tessa Bamford Independent Non-Executive Director
John Daly Independent Non-Executive Director
Pilar López Independent Non-Executive Director
Alan Murray Independent Non-Executive Director
Nadia Shouraboura Independent Non-Executive Director
Jacky Simmonds Independent Non-Executive Director

Remuneration Committee

Reviews and recommends to the Board the framework and policy for the remuneration of the Chairman, the Executive Directors and the Executive Committee, taking into account the business strategy of the Group and how the Remuneration policy reflects and supports that strategy.

The Committee is made up of seven Independent Non Executive Directors, all of whom are independent within the definition set out in the UK Corporate Governance Code. Committee meetings are both scheduled and ad hoc.

The Committee also seeks internal support from the Group HR Director and the Group Chief Executive together with other senior Group employees as necessary. Those who attend by invitation do not participate in discussions that relate to the details of their own remuneration.

Role and responsibilities

The Board sets the Company’s Remuneration Policy. The Committee makes  recommendations to the Board, within its agreed terms of reference, on the Company’s framework of executive remuneration and its cost. Its responsibilities are to:

  • determine, with the agreement of the Board, specific remuneration packages for each of the Executive Directors, the Chairman and the Group Company Secretary;
  • determine the remuneration, based on proposals from the Group Chief Executive, for the members of the Executive Committee (Note: the Chairman and the Executive Directors determine the remuneration of the Independent Non Executive Directors);
  • be responsible for Ferguson’s share incentive schemes for all employees;
  • carry out reviews of overall remuneration policy for employees below executive level; and
  • prepare, for the Board's approval, the Remuneration report, which is presented to shareholders at each Annual General Meeting.

To reach informed decisions on executive remuneration, the Committee obtains detailed external research on market data and trends from experienced independent consultants.

Remuneration Policy

The Policy was approved by shareholders at the AGM on 1 December 2015 and can be accessed in full using the link below. The Policy took effect from this date and may operate for up to three years. The Policy remains unchanged and all remuneration and loss of office payments will only be made if they are consistent with the Policy.

 

Members

 

Member Role
Jacky Simmonds Independent Non-Executive Director (Committee Chair)
Tessa Bamford Independent Non-Executive Director
John Daly Independent Non-Executive Director
Pilar López Independent Non-Executive Director
Alan Murray Independent Non-Executive Director
Darren Shapland Independent Non-Executive Director
Nadia Shouraboura Independent Non-Executive Director

Nominations Committee

The Nominations Committee reviews the structure, size and composition of the Board and its Committees and considers succession generally, identifying and nominating suitable candidates to be appointed to the Board.

The Nominations Committee is made up of the Chairman and seven Independent Non Executive Directors. The committee meets as required.

Roles and responsibilities

The Nominations Committee's responsibilities are to:

  • review the structure, size and composition of the Board and its Committees;
  • make recommendations with regard to any changes that are considered necessary, both in the identification and nomination of new Directors and the continuation of existing Directors in office;
  • evaluate the balance of skills, knowledge and experience on the Board and its diversity, including gender, and, in light of that evaluation, prepare the description of the relevant role and capabilities required of prospective candidates;
  • make its recommendations to the Board, after a rigorous interview process for shortlisted candidates;
  • retain external search consultants for appointments to the Board; and
  • advise the Board on succession planning for Board appointments, although the Board itself has overall responsibility for succession generally.

 

Members

 

Member Role
Gareth Davis Chairman (Committee Chairman)
Tessa Bamford Independent Non-Executive Director
John Daly Independent Non-Executive Director
Pilar López Independent Non-Executive Director
Alan Murray Independent Non-Executive Director
Darren Shapland Independent Non-Executive Director
 Nadia Shouraboura Independent Non-Executive Director
Jacky Simmonds Independent Non-Executive Director

Major Announcements Committee

The Committee meets as required in exceptional circumstances to consider disclosure obligations in relation to material information where the matter is unexpected and non‑routine.

The Major Announcements Committee is made up of seven members. The Committee meets as required.

Role and responsibilities

The Committee meets as required to consider the Company’s disclosure obligations in relation to material information where the matter:

  • is outside the scope of the authority of the Disclosure Committee; or
  • has been referred to it by the Disclosure Committee as being a matter that may involve an announcement relating to a decision of a strategic nature; or
  • is otherwise of such significance or sensitivity that it ought properly be considered by the Committee.

The Committee’s terms of reference anticipate that it would meet usually only in exceptional circumstances where information has come to light which is of an unexpected, non-routine and material nature.

 

Members

 

Member Role
John Martin  Group Chief Executive (Committee Chairman)
Gareth Davis Chairman of the Board
Mike Powell Group Chief Financial Officer
Mark Fearon Group Director of Communications and Investor Relations
Richard Shoylekov Group General Counsel
Kevin Murphy Chief Executive Officer, USA
Alan Murray Independent Non Executive Director

Other Committees

These Committees implement strategic decisions and executive or administrative matters.

Executive Committee

The Executive Committee addresses operational business issues and is responsible for implementing Group strategy and policies, day-to-day management and monitoring business performance. 

The Executive Committee meets at least 10 times each year. These meetings usually take place prior to Board meetings.

 

Members

 

Member Role
John Martin  Group Chief Executive (Committee Chairman)
Mike Powell Group Chief Financial Officer
Kevin Murphy Chief Executive USA
Kath Durrant Group HR Director
Tony England Group Chief Information Officer
Patrick Headon Managing Director, UK
Simon Oakland CEO, Canada and Central Europe and Group Head of Corporate Development
Søren Olesen Chief Executive, Stark Group
Richard Shoylekov Group General Counsel

Treasury Committee

The Committee’s role is to consider treasury policy, including financial structures and investments, tax and treasury strategy, policies and certain transactions on behalf of the Group, and to review the performance and compliance of the tax and treasury function, within a framework delegated by the Board.

The Board retains responsibility for treasury and tax strategy. The Committee’s responsibilities are orientated principally towards implementing treasury and tax strategy and policies. The Committee makes recommendations to the Board on overall financing structure and strategy and currency exposure.

 

Members

 

Members Role
Mike Powell Group Chief Financial Officer (Committee Chairman)
John Martin Group Chief Executive
Paul Fox Group Head of Tax
Simon Gray Group Financial Controller
Phil Scott Group Treasurer
Richard Shoylekov Group General Counsel

Disclosure Committee

The Disclosure Committee meets as required to deal with all matters relating to public announcements of the company, in particular,Fergusons’s obligations under the Listing and Disclosure and Transparency Rules of the UK Listing Authority and EU Market Abuse Regulation.

The Committee also assists in the design, implementation and periodic evaluation of the Company’s disclosure controls and procedures.

Announcements relating to any matters which the Board has designated as reserved matters, or matters of a substantive or strategic nature, are dealt with by the Board or by the Major Announcements Committee.

 

Members

 

Members Role
Mike Powell Group Chief Financial Officer (Committee Chairman)
John Martin Group Chief Executive
Mark Fearon Group Director of Communications and Investor Relations
Richard Shoylekov Group General Counsel

Ad hoc committies

The Board may appoint ad hoc committees to facilitate the implementation of its decisions or to consider specific matters in further detail between scheduled meetings. The Board may delegate matters of a substantive nature to a special purpose committee.