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 2018, 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 three 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 once 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

This week we hosted our 2nd #DiversityandInclusion event in partnership with @ennisandco 80+ HR directors CEOs MDs & change leaders joined us at our London offices to share ideas & identify solutions for driving greater #diversityinauto Find out more here https://t.co/g3XfiuIITr https://t.co/WqZJD4V1S1
Just a few days left to enter the #ATAwards. If you needed any more reason to enter then take a listen to last year's 'Rising Star', Jacob Freshwater on how it's helped his business. Lines close on Monday 20th May, for more info & to enter, just visit: https://t.co/gV180jMxhE https://t.co/bAtvk7pLM9
Jesse Norman MP launching the @RMI_NFDA’s new EVA accreditation @EVApproved https://t.co/CB2fxAwwzI
We're looking forward to the official launch of the @RMI_NFDA Electric Vehicle Approved (EVA) scheme tonight. Endorsed by the Government's Office for Low Emission Vehicles & the Energy Saving Trust it's a brilliant way to stand out from competitors & build trust with car buyers https://t.co/jnPFz1AeWQ
Consumers like to buy from people like them, and we need to see more diversity in retailers and dealerships, Ian mentions at #FTCar summit
Consumers look for their next new car, they don’t simply think I’m looking for a brand new or used car, Ian tells the panel at #FTCar summit
Auto Trader’s @IanJPlummer is on the panel at the #FTCar summit talking about retail https://t.co/pyfK8JKLRO
“The industry isn’t doing enough to show the total cost of ownership of EVs and we are very close to price parity” says Rupert Mitchell, Chief Strategy Officer, WM Motor #FTCar
“There’s a flourishing second hand market in electric vehicles” says Vicky Edmonds, joint head, OLEV at #FTCar summit
A fantastic panel of industry executives representing various aspects of the automotive industry sharing their experience of delivering a D&I strategy into their business #diversityinauto https://t.co/haJGkIbL4I

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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