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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.

Board of Directors

There are 8 members of the Board including the Chairman and Chief Executive. The composition of the Board and the biographical details of each of the Board can be found here.

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.

Ther Matters Reserved to the Board can be found here.

Our Chairman and Chief Executive 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.

The Audit Committee

Chairman: Chris Kenndy
Members: David Atkins and Susan Taylor Martin

The Audit Committee terms of reference can be found here.

The Nomination Committee

Chairman: Adam Crozier
Members: David Atkins, Chris Kennedy, Deanna Oppenheimer and Susan Taylor Martin

The Nomination Committee terms of reference can be found here.

The Remuneration Committee

Chair: Deanna Oppenheimer
Members: Adam Crozier and David Atkins

The Remuneration Committee terms of reference can be found here.

Our Executive Directors’ pay continues to be implemented in accordance with the Remuneration Policy approved by the shareholders at the 2017 AGM.

Remuneration Policy

The Executive Committee

Chairman: Alison Brittain
Members: Mark Anderson, Nicholas Cadbury, Nigel Jones, Simon Jones, Dominic Paul, Louise Smalley 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.