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 2018 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 2020, the company was in full compliance with the provisions of the 2018 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, four 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 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, Jeni Mundy and Sigga Sigurdardottir.

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, Jeni Mundy and Sigga Sigurdardottir.

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 2019 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, Jeni Mundy and Sigga Sigurdardottir.

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 Nathan Coe (Chief Executive Officer), Jamie Warner (Chief Financial Officer) and Claire Baty (Company Secretary). 

Download the Disclosure Committee Terms of Reference April 2019

If you missed this week’s webinar featuring our interview with John O'Hanlon then don’t panic! You can now watch the whole webinar on demand > https://t.co/JOzyGd9SYs https://t.co/wpY71cGxtN
We're excited to be sponsoring Weekends on @davechannel, reaching 25.2 million adults over the next 12 months, to help encourage even more potential buyers to #cardealers adverts on Auto Trader! https://t.co/BWUS0yCHUF
Not only did the @Tesla Model 3 take the New Car of the Year award at this year’s Auto Trader New Car Awards, but it also took the Best Electric Car award! Find out what owners said now at https://t.co/blltmT0Wbi #Tesla #model3 #newcar #awards #Automotive https://t.co/lSXeHSddzH
This week the @SMMT revealed new car registrations were up 11.3% compared to July last year! Looking closer at the data we can see this was primarily driven by a surge in alternative fuel vehicle registrations which now account for 25.5% of market share. #atinsightoftheday https://t.co/GbElJLHanV
Tune into @AutoRetail Live at 2pm today to hear the latest advice, tips, insight & discussion from the expert panel - @ASE_Global's chairman @mikejonesase, Luscombe Motor's @RobinLuscombe & Auto Trader's head of new car, Sue Fish. Register for free here: https://t.co/0FJeYOFhfj https://t.co/GKnoJKJQiz
Data from the @SMMT shows an 11.3% year-on-year growth in new car registrations in July. Registrations for year currently stand at 828,389, down 41.9% year on year. Find out more about selling brand new cars and vans on Auto Trader https://t.co/9pnuyRUMQI #atinsightoftheday https://t.co/0XltI7iOqO
Thanks to @ClarkRjoclark & @johnfohanlon1 for a fascinating interview. Great to hear such optimism for our industry!
Pre-#COVID19 - John believes their web presence wasn’t geared to help facilitate remote sales but, as a result of the pandemic, they have focussed on enabling more of the car buying journey to take place online - something they will continue to do into the future
John expects a slight softening in the next 2-3 weeks but this will be due to holiday season so no reason to panic – key is to focus on the quarters performance which has been incredibly strong for @WaylandsVolvo
We've been looking forward to this! @ClarkRjoclark has just started our interview with @johnfohanlon1 - sure to be some great insights here https://t.co/3IfhnCO5D4

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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