► About UsOur GovernanceFramework



How our Governance framework supports the delivery of the Group’s strategic objectives

Our governance framework facilitates effective, entrepreneurial and prudent management that promotes the long-term success of the Group, generates value for shareholders and contributes to all our stakeholders whether customers, consumers, suppliers, employees, the government or wider society. The Board of directors is responsible for the governance of the Group. The responsibilities of the Board include setting the Group’s purpose, values and strategy, providing the leadership to put them into effect, supervising the management of the business, monitoring performance and reporting to shareholders on their stewardship.


The Chair is responsible for the leadership of the Board, ensuring its effectiveness and promoting the highest standards of corporate governance. He chairs Board meetings, ensuring timely and accurate distribution of information and full review and discussion of agenda items.

Senior Independent Director

The Senior Independent Director (SID) supports the Chair and leads the non-executive directors in the oversight of the Chair. He is also available to shareholders if they have concerns that cannot be raised through normal channels.

Non-executive Directors (‘NEDs’)

The NEDs bring a range of knowledge and experience to the Board. Their role is to use their experience, objectivity and sound judgement to scrutinise and challenge executive management’s plans and performance and the development of the Group’s vision, values and strategy.

Workforce Engagement NED

The Workforce Engagement NED role is to engage with colleagues across the business to ensure their views and concerns are brought to the Board and taken into account by the directors, particularly when they are making decisions that could affect the workforce.

Chief Executive Officer (‘CEO’)

The CEO is responsible for the day-to-day management of the Group, working with the Executive Leadership Team to ensure the implementation of the agreed strategy.

Chief Financial Officer (‘CFO’)

The CFO has responsibility for developing and implementing financial and operational strategies, financial risk management, treasury, investor relations and pensions strategy.

Company Secretary

The role of the Company Secretary is to ensure that there is an effective flow of information between executive management and the Chair and NEDs. The Company Secretary also advises the Board on legal and governance matters and supports the Board evaluation process and induction programme.

Internal Audit

Internal Audit is responsible for providing the Audit Committee and Board with independent assurance on the Group’s internal control framework and risk management processes are operating effectively.

Board Committees

The Board has three committees which assist in the discharge of its responsibilities, namely oversight of Board composition, financial performance, internal controls and remuneration strategy. Their terms of reference are available in the Governance policies section of this website.

Audit Committee

Monitors the integrity of the Group’s external reporting and provides oversight and governance of the Group’s internal Audit team, internal controls, risk management and the relationship with external auditors. The Committee also monitors compliance with TCFD reporting regulations and provides oversight of the Group’s whistleblowing procedures. 

Committee Member Position Comments
Tim Elliott Chair Independent  (NED)
Roisin Donnelly Member Independent (NED)
Tania Howarth Member Independent (NED)

Tim Elliott was appointed as Audit Committee Chair in July 2023. He has extensive experience in corporate finance and investment banking, advising a wide range of companies and industries, particularly those in the consumer and retail sectors.

All members of the Committee are considered to be independent, with a broad range of FMCG, commercial, marketing and finance experience relevant to the Group's business. Tim Elliott is considered by the Board to have recent and relevant financial experience. In addition to the Committee members, the CEO, Chief Financial Officer, Director of Internal Audit and Risk and external audit lead partners are regularly invited to the Committee’s meetings.

The Audit Committee is scheduled to meet at least three times a year and meets with the internal and external auditors at least once a year without the executive directors present.

The Committee has been delegated authority by the Board to monitor financial reporting including the annual and interim reports, preliminary results announcements and formal announcements relating to financial performance and reporting. The Committee ensures the effectiveness of the Company’s internal controls and risk management systems, including oversight of climate-related risks and the Group’s disclosures under the TCFD requirements. The Committee also monitors and reviews the Group’s whistle-blowing arrangements.

The Committee monitors and reviews the effectiveness of the Group’s internal audit function, including the approval of any appointment or removal of the head of the internal audit function. The Committee is also responsible for considering and making recommendations to the Board on the appointment, reappointment and removal of external auditors including the setting of their remuneration. The Committee keeps under review the external auditor's’ independence which includes reviewing the impact of any non-audit services provided by the Group’s external auditors to the Board.

Annually the Committee reviews the relationship the Group has with the external auditor to consider whether the relationship is working well and whether the auditor continues to provide an effective service. The external auditor is required to rotate the audit partner responsible for the Group and subsidiary audits every five years. There are no contractual obligations restricting the Group’s choice of external auditor.


Auditor Independence and Non-audit Services

There is an established policy governing auditor independence and the engagement of the external auditor for non-audit services designed to maintain the independence and objectivity of the external auditor. The policy was last reviewed and updated in 2022 and key terms are as follows:

  • a tender of the external audit will be undertaken every 10 years;
  • the lead partner and other senior audit staff should rotate every 5 years; 
  • the external auditors should not be engaged for non-audit work, however, in certain limited circumstances it may be appropriate to appoint them;
  • where fees are expected to be over £100k, the approval of the Audit Committee Chairman is required; and
  • if the fees are expected to exceed £100k then the approval of the full Audit Committee will be required.

A copy of the External Auditor Independence and Non-audit Services Policy is available here.


Audit tender

The Company undertook a formal audit tender exercise in 2022, following which PricewaterhouseCoopers LLP (PwC) was appointed by the Board in August 2022 to act as its independent auditor for the financial year ended 1 April 2023. Accordingly, KPMG LLP, who had been the Group’s independent auditor since September 2015, resigned from its role as auditor.

Remuneration Committee

Responsible for setting the remuneration policy and individual compensation for the Chair, executive directors and senior management, to ensure that it is aligned with the Group’s strategic objectives and culture and also reviews the remuneration of the wider workforce.

Committee Member Position Comments
Helen Jones Chair Independent (NED)
Richard Hodgson Member Senior Independent Director (SID)
Roisin Donnelly Member Independent (NED)
Tim Elliott Member Independent (NED)

Helen Jones was appointed Chair of the Remuneration Committee in July 2022. All members of the Committee are independent. The Chair, CEO, Chief Financial Officer, and HR & Communications Director regularly attend by invitation. In accordance with the Committee’s terms of reference, no one attending a Committee meeting may participate in discussions relating to his/her own terms and conditions of service or remuneration.

The Remuneration Committee is scheduled to meet at least twice a year.

The Committee is committed to principles of accountability and transparency to ensure that remuneration arrangements demonstrate a clear link between reward and performance. In its work, the Committee considers fully the relevant legal and regulatory requirements, provisions and recommendations of the Code and associated guidance.

The Committee has been delegated authority by the Board to approve the overall design of the Remuneration Policy for executive directors and senior management, to agree the terms of employment, including recruitment and termination terms of executive directors, approve the design of all share incentive plans, recommend appropriate performance measures and targets for the variable element of remuneration packages, and determine the extent to which performance targets have been achieved. The Committee’s remit has also been extended to review the remuneration arrangements for the wider workforce and to ensure there is alignment between the Group’s remuneration arrangements and culture.

The Company's 2023 Directors' Remuneration Policy is available in the Remuneration section of this website. 

Nomination Committee

Responsible for: considering the size, structure and composition of the Board; leading the formal, rigorous and transparent process for the appointment of directors; making appointment recommendations so as to maintain an appropriate balance of skills, knowledge, experience and diversity on the Board; ensuring a formal and rigorous Board and Committee evaluation is undertaken on an annual basis; and overseeing the Company’s policy, objectives and strategy on inclusion and diversity. The Committee also reviews the succession requirements of the Board and senior management and makes recommendations to the Board as appropriate.

Committee Member Position Comments
Colin Day Chair Non-Executive Chairman
Richard Hodgson Member Senior Independent Director (SID)
Tania Howarth Member Independent (NED)
Lorna Tilbian Member Independent (NED)

The Nomination Committee is scheduled to meet at least twice a year.

Executive Leadership Team

The Board delegates day-to-day responsibility for managing the business to the ELT and its sub-committees. The ELT comprises the heads of the commercial business units and key corporate functions. The ELT meets on a monthly basis with weekly follow ups. Members of the ELT regularly present to the Board.