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Governance

The Board is committed to ensuring that corporate governance is an integral part of our organisation. It is key to how we interact with our investors, employees, suppliers and other stakeholders.

Further information is available in our Annual Report, which includes our Corporate governance statement and Remuneration report:

Corporate Governance Statement Remuneration Report

Board of Directors

There are 10 members of the Board including the Chairman and Chief Executive. The composition of the Board and the biographical details of each of the Board Members can be found here:

Management

The Board is responsible for the long–term success of the Company and ensures that there are effective controls in place which enable risk to be assessed and managed. All Board members have responsibility for strategy, performance, risk and people. 

The Matters Reserved to the Board can be found here:

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Our Chairman, Chief Executive and Non-Executive Directors have clearly defined roles and responsibilities which are separate and distinct: 

Chairman

  • Leadership of the Board and setting its agenda including approval of the Group’s strategy, business plans, annual budget and key areas of business importance.
  • Maintaining appropriate contact with major shareholders and ensuring that Board members understand their views concerning the Company.
  • Ensuring a culture of openness and debate around the Board table.
  • Leading the annual evaluation of the Board, the committees and individual directors.
  • Ensuring, through the General Counsel, that the members of the Board receive accurate, timely and clear information.

Chief Executive

  • Optimising the performance of the Company.
  • Day–to–day operation of the business.
  • Ensuring effective communication with shareholders and employees.
  • The creation of shareholder value by delivering profitable growth and a good return on capital.
  • Ensuring the Company has a strong team of high–calibre executives, and putting in place appropriate management succession and development plans.
  • Leading and motivating a large workforce of people.

Non-Executive Directors

  • Play a key role in constructively challenging and scrutinising the performance of the management of the Company.  
  • Help to develop proposals on strategy.  

The Audit Committee

Chairman: Chris Kennedy
Members: David Atkins, Horst Baier, Fumbi Chima and Frank Fiskers

The Nomination Committee

Chairman: Adam Crozier
Members: David Atkins, Kal Atwal, Fumbi Chima, Horst Baier, Frank Fiskers, Richard Gillingwater, Chris Kennedy

Further information is available in our Annual Report, which includes our Corporate governance statement and Remuneration report.

The Remuneration Committee

Chair: Frank Fiskers
Members: David Atkins, Kal Atwal, Adam Crozier and Richard Gillingwater

Our Executive Directors’ pay continues to be implemented in accordance with the Remuneration Policy approved by the shareholders at the 2019 December GM.

The Executive Committee

Chairman: Alison Brittain
Members: Mark Anderson, Nicholas Cadbury, Simon Ewins, Rachel Howarth, Nigel Jones, Simon Jones and Chris Vaughan    

The Executive Committee meets monthly. It has authority to manage the day-to-day operations of the Group’s businesses, apart from those matters reserved for the Board, within the financial limits set by the Board.

The Committee’s responsibilities include:

  • formulation of strategy for recommendation to the Board;
  • management of performance in accordance with strategy and budgets;
  • talent and succession;
  • risk management;
  • capital investment decisions (where Board approval is not required);
  • cost efficiency, procurement and organisational design; and
  • reputation and stakeholder management.

Articles of Association

The Articles of Association of Whitbread PLC can be downloaded here:

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