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

Corporate Responsibility Committee

The Board has established a Corporate Responsibility Committee in 2020. This Committee meets at least two times per year and has oversight responsibilities in respect of corporate responsibility and sustainability for the Company and its group as a whole, including environmental, social and governance (ESG) matters. Refer to the terms of reference below for more detail.

Jeni Mundy has been appointed as Chair. All the current Board members have been appointed as members of the Committee.

Download the Corporate Responsibility Terms of Reference September 2020

In a recent consumer facing video, our You Tube Director @MrRoryReid explains why the 2030 ban on new petrol and diesel car sales is a good thing and why car buyers need to embrace EVs. Do you agree with his viewpoint? https://t.co/y89i8EvQoe
Good news for retailers in England with today's confirmation that retailers can remain open in all tiers that come into effect from Wednesday 2 December. https://t.co/R1RAQCBpAx
Join @Motor_Ombudsman , Auto Trader and @radiuslaw for a free webinar exploring the future of online retail in the automotive industry in detail. Register now > https://t.co/9e5gGIp2Ix https://t.co/mbuNuYcYD3
Leads from Auto Trader continue to be far higher when compared to the same time last year, with the year-on-year (YoY) increase in leads higher than the increase in visitors to Auto Trader, up 15.3% YoY, and ad views, up 12.2% YoY. https://t.co/On3wLY81J5
Be sure to clearly display what delivery methods you are offering and what safety measures you have in place on your Auto Trader adverts. Many retailers already have... https://t.co/P9qqRfcsIU
Remember to upgrade your package by the 30th November to benefit from our free December period. Contact your account manager for more details. https://t.co/gQr63pAnaP
Our latest support for retailers in the UK in December. https://t.co/5lX1pXw2ka
Over to our Data & Insight Director @therickw who reveals that visitor levels to Auto Trader are up 15.3% compared to the same time last year with leads up a massive 25.2%. https://t.co/OGfyiQD5Yu
A reminder from @MarcThornboroug that if you are taking part in any fundraising activities, we do have a fund to support you. Get in touch with your account manager to find out more. https://t.co/QJbvEpTRBS
And we're off with @stuart_trader kicking off this week's webinar. Stay tuned right here for all the highlights over the next hour.

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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