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.
The Audit Committee oversees, monitors and makes recommendations as appropriate in relation to the Group's financial statements, accounting processes, audit (internal and external), risk management and internal controls and matters relating to fraud and whistleblowing. It is responsible for the functions specified by DTR 7.1.3R.
The Board considers that the Committee has recent and relevant financial experience in its membership and that each member of the Committee is independent within the definition set out in the UK Corporate Governance Code. Between them, the members of the Committee possess significant logistics, distribution, commercial (including e-commerce), financial, human resource and listed company skills and expertise gained in large international businesses which are relevant to an international specialist distribution company listed on the London Stock Exchange.
The Audit Committee is made up of five Independent Non Executive Directors and, ordinarily, has five scheduled meetings each year.
Member | Role |
Alan Murray | Senior Independent Non Executive Director (Committee Chairman) |
Tessa Bamford | Independent Non Executive Director |
Cathy Halligan | Independent Non Executive Director |
Brian May | Independent Non Executive Director |
Suzanne Wood | Independent Non Executive Director |
Role and responsibilities
The Audit Committee has wide-ranging oversight of responsibilities assigned to it by the Board.
These are to:
External auditor independence
The Company has policies and procedures in place to ensure that the independence and objectivity of the external auditor are not impaired. These include restrictions on the types of services which the external auditor can provide, in line with the Audit Practices Board Ethical Standards on Auditing. The services which the external auditors cannot be engaged to perform are set out in the Company’s External Auditor Independence Policy and details are provided below:
When considering the award of non-audit work to the external auditor, an assessment is made to consider if it is more effective for the work to be carried out by the external auditor who has existing knowledge of the Company and all appointments are made on a case-by-case basis. The prior consent of the Committee Chairman is required before the Company’s external auditor is appointed to undertake non-audit work where the fee for such work is expected to exceed $65,000. Where the fee for non-audit work is expected to be less than $65,000, the Committee Chairman must be notified that the external auditors are to be engaged to provide a non-audit service but approval is not required in advance. The external auditor will not be appointed to provide non-audit services where the Chairman or the Committee considers it might impair their independence or objectivity in carrying out the audit.
The 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 also reviews workforce remuneration and related policies throughout the Group and the alignment of incentives and rewards with culture.
The Committee is made up of the Chairman and four 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 Chief Human Resources Officer, the Group Chief Executive, the Group General Counsel and the Group Company Secretary 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.
Member | Role |
Jacky Simmonds | Independent Non Executive Director (Committee Chair) |
Geoff Drabble | Chairman |
Cathy Halligan | Independent Non Executive Director |
Alan Murray | Senior Independent Non Executive Director |
Tom Schmitt | Independent Non Executive Director |
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:
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 current Directors’ Remuneration Policy ("2019 Policy") was approved by shareholders at the 2019 AGM and can be accessed in full using the link below. The 2019 Policy took effect from the date of the 2019 AGM and may operate for up to three years. All remuneration and loss of office payments will only be made if they are consistent with the approved Remuneration Policy in force at the time of payment or otherwise approved by ordinary resolution.
The Nominations Committee reviews the structure, size and composition of the Board and its Committees and identifies and nominates suitable candidates to be appointed to the Board (subject to Board approval) and considers succession generally.
The Nominations Committee is made up of the Chairman and eight Independent Non Executive Directors. The Committee meets as required.
Member | Role |
Geoff Drabble | Chairman |
Tessa Bamford | Independent Non Executive Director |
Cathy Halligan | Independent Non Executive Director |
Brian May | Independent Non Executive Director |
Alan Murray | Senior Independent Non Executive Director |
Tom Schmitt | Independent Non Executive Director |
Nadia Shouraboura | Independent Non Executive Director |
Jacky Simmonds | Independent Non Executive Director |
Suzanne Wood | Independent Non Executive Director |
Roles and responsibilities
The Nominations Committee's responsibilities are to:
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 six members. The Committee meets as required.
Member | Role |
Kevin Murphy | Group Chief Executive (Committee Chairman) |
Geoff Drabble | Chairman of the Board |
Bill Brundage | Group Chief Financial Officer |
Ian Graham | Group General Counsel |
Mark Fearon | Group Director of Communications and Investor Relations |
Alan Murray | Senior Independent Non Executive Director |
Role and responsibilities
The Committee meets as required to consider the Company’s disclosure obligations in relation to material information where the matter:
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.
These Committees implement strategic decisions and executive or administrative matters.
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.
Member | Role |
Kevin Murphy | Group Chief Executive (Committee Chairman) |
Bill Brundage | Group Chief Financial Officer |
Mike Brooks | Chief Marketing Officer, USA |
Bill Brundage | Chief Financial Officer, USA |
Jim Cross | Senior Vice President, Blended Branches |
Chip Devine | Senior Vice President, eCommerce and Omni-Channel Business |
Ian Graham | Group General Counsel |
Sammie Long | Chief Human Resources Officer |
Mike Sajor | Group Chief Information Officer |
Alex Hutcherson | Chief Operating Officer, USA |
Jake Schlicher | Senior Vice President, Strategic Brand Development |
Bill Thees | Senior Vice President, Businesses and National Accounts |
Role and responsibilities
The Executive Committee responsibilities are: -
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 in matters such as overall financing, strategy and currency exposure.
Members | Role |
Bill Brundage | Group Chief Financial Officer (Committee Chairman) |
Jacqui Staig | Group Head of Tax |
Phil Scott | Group Head of Tax and Treasury |
Julia Mattison | Head of Group Financial Reporting |
Ian Graham | Group General Counsel |
The Disclosure Committee meets as required to deal with matters relating to public announcements of the company and the company'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 | Role |
Bill Brundage | Group Chief Financial Officer (Committee Chairman) |
Kevin Murphy | Group Chief Executive |
Ian Graham | Group General Counsel |
Mark Fearon | Group Director of Communications and Investor Relations |
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.