The Board has established three Committees (Audit, Nominations and Remuneration), each having written terms of reference which are available below.
Attendance at Board and Committee meetings.
Board meetings are scheduled in advance for each calendar year. The scheduled Board meetings and attendance during the 12 months ended 31 December 2023 were as follows:
| Board Meetings | Audit | Remuneration | Nomination | |
|---|---|---|---|---|
| Andrew Herbert (Chairman) | 10 | 3 | 3 | 3 |
| Mike Ashley | 10 | 3 | 3 | 3 |
| Hilary Wright | 10 | 3 | 3 | 3 |
| Stephen Fenby | 10 | N/A | N/A | 3 |
| Stephen Lamb | 10 | N/A | N/A | N/A |
| Alison Seekings * | N/A | NA | N/A | N/A |
Attendance was 100%
* Alison Seekings joined the Board in March 2024
The Audit Committee consists of the three Non-executive Directors and is scheduled to meet at least twice each year. Andrew Herbert is the Chairman of the Audit Committee having a relevant background. The current terms of reference of the Audit Committee are reviewed annually.
The main roles of the Audit Committee are:
- to monitor the integrity of the financial statements of the Company, including its annual and half-yearly reports and trading updates;
- to review and challenge where necessary the consistency of, and any changes to, accounting policies both on a year-on-year basis and across the Company/Group;
- to keep under review the effectiveness of the Company’s internal controls and risk management systems; and
- to consider and make recommendations to the Board, to be put to shareholders for approval at the Annual General Meeting, in relation to the appointment, re-appointment and removal of the Company’s external auditor.
The Nominations Committee consists of the three Non-executive Directors and the Managing Director and is scheduled to meet at least once a year. Andrew Herbert is the Chairman of the Nominations Committee. The current terms of reference of the Nominations Committee are reviewed annually.
The main roles of the Nominations Committee are:
- to lead the process for Board appointments and make recommendations to the Board;
- evaluate the structure, size and composition (including the balance of skills, knowledge, diversity and experience);
- keep under review the leadership needs of the organisation, both Executive and Non-executive; and
- be responsible for identifying and nominating, for the approval of the Board, candidates to fill Board vacancies as and when they arise.
The Remuneration Committee consists of the three Non-executive Directors and is scheduled to meet at least twice a year. Mike Ashley is the Chairman. The current terms of reference of the Remuneration Committee are reviewed annually.
The main roles of the Remuneration Committee are:
- to determine the framework and broad policy for setting remuneration for the Chief Executive and all Executive Directors;
- to recommend and monitor the level and structure of remuneration for senior management;
- to review the establishment of all share incentive plans for approval by the Board and shareholders and determine each year whether awards will be made, and if so, the overall amount of such awards and the individual awards per person to Executive Directors and other senior management; and
- to produce an annual report on the Company’s remuneration policy.