Introduction from the Chairman
At Whitbread we recognise that corporate governance touches all aspects of our business and affects all of our employees in many different ways. We are committed to maintaining high standards of governance to ensure that the Company is managed with integrity and transparency.
Key governance activities
During the year, there has been a high level of activity with regards to corporate governance. Following the decision last year to postpone the external board evaluation, this year we undertook an externally facilitated evaluation of the Board and its performance. Further details on this process and the outcome of the evaluation can be found on page 68 of the Annual Report and Accounts.
During the year we have managed the selection process and transition of our new Chief Executive, and have also appointed a new non–executive director, following a review of the Board composition and skill sets required by the Nomination Committee. Details of the appointment processes can be found in the Nomination Committee report in the Annual Report and Accounts.
In addition, in accordance with the UK Corporate Governance Code, we have prepared the longer–term view of the Group’s going concern basis and the definition and identification of significant failings or weaknesses during the annual review of risk management and internal control. Further details on this review can be found in the Audit Committee report in the Annual Report and Accounts.
UK Corporate Governance Code
The Board takes responsibility for high standards of accountability and ethical behaviour. The 2014 UK Corporate Governance Code (‘the Code’) was applicable to the financial year covered by this Report and is the standard against which we measured ourselves. In order to measure our compliance we undertook a thorough review of our corporate governance arrangements including our:
• overall compliance with the Code with respect to business and corporate practices;
• matters reserved to the Board; and
• terms of reference for each of the three Board committees.
The results of this review were presented at the February Board meeting and have now been formally adopted by the Board.
We were fully compliant with the Code for the 2015/16 financial year. Details of how Whitbread has applied the main and supporting principles of the Code with regard to remuneration can be found in the remuneration report in the Annual Report and Accounts.
Maintaining high standards of corporate governance is vital to supporting our financial performance and protecting your Company. We keep all developments under review and always aim for a level of governance that is appropriate and relevant to the Company. Further details can be found in the below Corporate Governance report.