Corporate governance

This section explains key features of the Company’s governance framework and how it complies with the UK Corporate Governance Code published in 2016 by the Financial Reporting Council

The UK Corporate Governance Code (‘the Code’) is available on the Financial Reporting Council website at www.frc.org.uk.

As at the date of the last Annual Report to 31 March 2019, the company was in full compliance with the provisions of the 2016 Corporate Governance Code.

The Board

The Board is collectively responsible for the long-term success of the Company and for leading and controlling the Group. It has overall authority for the management and conduct of the Group’s business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal control and risk management (including financial, operational and compliance controls and for reviewing the overall effectiveness of systems in place) and for the approval of any changes to the capital, corporate and/or management structure of the Group.

The Board consists of the Non-Executive Chairman, three Independent Non-Executive Directors and four Executive Directors, find out more about our board members.

The Board has adopted a formal schedule of matters reserved for its approval which is available to download below.

Download the Schedule of Matters Reserved for Board 26th April 2019

Nomination Committee

The Nomination Committee meets at least twice a year, to review the structure, size and composition of the Board and its Committees and to make appropriate recommendations to the Board to fill vacancies as they arise. Refer to the terms of reference below for more detail.

The Committee comprises a majority of Independent Non-Executive Directors.

The members of the Committee are Ed Williams (Chairman and Committee Chair), David Keens, Jill Easterbrook and Jeni Mundy.

Download the Nomination Committee Terms of Reference PDF

Audit Committee

The Audit Committee meets at least three times per year, to review and report to the Board on the Group’s financial reporting, internal control, whistleblowing, internal audit and the independence and effectiveness of the external auditors. Refer to the terms of reference below for more detail.

The Committee is also responsible for the development of policy on the engagement of the external auditor to supply non-audit services taking into account relevant ethical guidance relating to the provision of non-audit services.  The policy is available to download below.

The Committee is made up of three Non-Executive Directors, all of whom are Independent. The members of the Committee are David Keens (Committee Chairman), Jill Easterbrook and Jeni Mundy.

The Board considers that David Keens has recent and relevant financial experience.

Download the Audit Committee Terms of Reference PDF

Download the Non Audit Services Policy April 2017 PDF

Remuneration Committee

The Remuneration Committee meets at least three times per year, and is responsible for all elements of remuneration of the Executive Directors, the Chairman, and senior employees. Refer to the terms of reference below for more detail.

The Committee comprises three Independent Non-Executive Directors, being Jill Easterbrook (Committee Chair), David Keens and Jeni Mundy.

At the AGM in September 2018, a new remuneration policy was approved by shareholders. This policy is structured to ensure that the main elements of remuneration are linked to Company strategy, in line with best practice and aligned with shareholders’ interests.

Download the full Remuneration Policy PDF

Download the Remuneration Committee Terms of Reference PDF

Disclosure Committee

The Disclosure Committee meets on an ad-hoc basis as required to assist the Board in discharging its responsibilities relating to monitoring the existence of Inside Information and its disclosure to the market.

The Committee is made up of Trevor Mather (Chief Executive Officer), Nathan Coe (Chief Financial Officer & CEO-Designate) and Claire Baty (Company Secretary). 

Download the Disclosure Committee Terms of Reference April 2019

Next week we'll be publishing the next (the eighth!) edition of our biannual Auto Trader Market Report. This time we're exploring the 'future of car retailing' and the exciting opportunities for retailers and manufacturers. Keep your eyes peeled for more details! https://t.co/AA1JR2bgE1
We loved this article by our friends at @ennisandco about the level of ageism that remains in the auto industry. Rejecting a candidate due to gender race or religion would be unthinkable; evidence suggests it's still common for age. Definitely worth a read https://t.co/tzSqie2yna
Thank you to everyone that joined us in #Edinburgh earlier this week. For those in the Exeter and southwest area, don't miss our next free AT Masterclass at @SandyParkExeter Register your free place here: https://t.co/6JuzGMJlhF https://t.co/VAkQW9dGOf
Following yesterday's talk by Nathan Coe, this morning our commercial director @IanJPlummer spoke to another full audience at this year's excellent #AutosBuzz conference. During his talk Ian discussed the need and value of greater transparency in the #automotive industry https://t.co/xMGGR7WqBl
This morning our CFO & CEO designate, Nathan Coe took to the stage at #AutosBuzz 2019 to discuss the evolution of auto marketplaces & the opportunity they present in the future of digital automotive retailing. https://t.co/sooGm6NxIi
The latest data from our Fastest Selling Index revealed the 2016 @SEATUK Alhambra (diesel auto) has retained its position as the UK's current fastest selling used car. With MPVs & 4x4s dominating is the school run influencing purchase decisions? Read more https://t.co/am3Fvn9PAe https://t.co/ozWuuvzHmE
We're excited to be speaking at #AutosBuzz 2019 - the first conference in the world dedicated to innovations in #automotive #advertising & #technology. We're looking forward to hearing about the latest trends impacting the industry & sharing our own unique experience & insight. https://t.co/XUTdFw7Q0i
We recently changed our sort order to make the search results more relevant to car buyers. Find out how you can benefit by catching up on our recent ‘Changes to search’ webinar - our most popular to date. Catch up now: https://t.co/BtAwaacVks https://t.co/J5g9ilh8dN
Congratulations to the team at @JCT600 for completing its @MitsubishiUK site at 99 Sticker Lane, Bradford. The new design looks fantastic! Read all about the new development here: https://t.co/oejAc1FnUl https://t.co/7ds3gxMcD6
If you're in the Edinburgh area, don't miss the opportunity to attend a free AT Masterclass on 17th September. We'll share the latest insights & best practice advice from the UK's most successful retailers. To secure your free place, just visit: https://t.co/Py7dN4YVzv https://t.co/HOjBJl1CP8

Auto Trader Group plc
Registered in England (Company number: 09439967)

Auto Trader Limited
Registered in England and Wales (Company number: 03909628)

Registered address:

1 Tony Wilson Place
Manchester
M15 4FN
VAT number: GB 614 8918 20

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