Corporate
governance
Setting out the key features
of our governance framework
and how it complies with 2018's
UK Corporate Governance Code, published by the Financial Reporting Council.
The UK Corporate Governance Code ('The Code') is available on the Financial Reporting Council's (the 'FRC's') website.
As at the date of the last Annual Report to 31 March 2023, the Company was in full compliance with the provisions of the Code.
A robust corporate
governance framework
The Board
Enabling the Board and its Committees
to operate efficiently and focus on the
right areas of responsibility.
The Board is collectively responsible for:
The Board consists of the Non-Executive Chair, six Independent Non-Executive Directors and three Executive Directors.
The Board has adopted a formal schedule of matters reserved for its approval.
Nomination Committee
The Nomination Committee meets at least once a year, to review the size and composition of the Board, and ensure effective succession planning for the business.
The Committee comprises a majority of Independent Non-Executive Directors and is chaired by Matt Davies:
Chair
Matt joined Auto Trader as Chair Designate with effect from 1 July 2023, and has now assumed the role of company Chair.
Matt brings a wealth of UK retail, digital and brand experience. He is currently Chair at Greggs plc where he was appointed in August 2022, and Chair of privately owned businesses Hobbycraft and Travel Counsellors.
Matt was formerly the Chair of N Brown plc and a Non-Executive Director of Dunelm Group plc. In his executive career, Matt was previously the CEO of Tesco UK & ROI from 2015 to 2018, before which he held CEO positions at Pets at Home and Halfords. Matt is a qualified Chartered Accountant and had early career corporate finance experience with Rothschild.
APPOINTED TO THE BOARD
— July 2023
EXTERNAL APPOINTMENTS
— Greggs plc
— Hobbycraft Group Limited
— Travel Counsellors Limited
COMMITTEE MEMBERSHIPS
— Nomination (Chair)
Independent Non-Executive Director
Jill is also Chair of Tracsis, a leading provider of software, hardware, data analytics/GIS and services for the transport industries; a Non-Executive Director of Ashtead Group plc, the FTSE100 international equipment rental company; a Non-Executive Director of UP Global Sourcing Holdings plc, a FTSE small cap consumer goods business; and is Chair of Headland Consultancy, a PR and Communications agency.
Jill brings strong digital experience within retail environments to the Board. Previously, Jill was a member of the Executive Committee at Tesco Plc where she held a variety of senior roles, and was the Chief Executive Officer of JP Boden & Co. She also spent time as a management consultant having started her career at Marks & Spencer.
Independent Non-Executive Director
Jasvinder is currently Managing Director of Motor & Rescue at Direct Line Group, leading motor insurance strategy and business delivery across household names such as Direct Line, Churchill and Privilege. She is a member of the Direct Line Group Executive Team and is also sponsor of the Group's Diversity & Inclusion strands. Prior to this, she held a number of roles within Direct Line including most recently Chief Strategy Officer and before that, Managing Director of Direct Line for Business.
Jasvinder is a champion of gender diversity and women in top positions in business. She has been named on Green Park’s BAME 100 Board Talent Index, on the Cranfield University Top 100 women to watch in 2018 list and also featured on the Northern Power Women list of ‘Top 50 Women to Watch’.
Senior Independent Non-Executive Director
David was previously Group Finance Director of NEXT plc (1991 to 2015) and its Group Treasurer (1986 to 1991). He was a Non-Executive Director and Audit Chair of J Sainsbury plc (2015 to 2021), and most recently has taken up the role as Senior Independent Non-Executive Director and Audit Chair of Moonpig Group plc. Previous management experience includes nine years in the UK and overseas operations of multinational food manufacturer Nabisco (1977 to 1986) and prior to that seven years in the accountancy profession.
David is a member of the Association of Chartered Certified Accountants and of the Association of Corporate Treasurers.
APPOINTED TO THE BOARD
— May 2015
EXTERNAL APPOINTMENTS
— Moonpig Group plc
COMMITTEE MEMBERSHIPS
— Audit (Chair)
— Corporate Responsibility
— Nomination
— Remuneration
Independent Non-Executive Director
Jeni is currently Visa Inc’s SVP Global Head of Merchant Sales and Acquirers responsible for driving the growth of digital commerce for the world’s sellers. She joined Visa in 2018 as the Managing Director for UK and Ireland. Jeni was previously at Vodafone Plc (1998 to 2017). Most recently she held Group Director roles across product management and sales. Prior to that she was Chief Technology Officer on the UK and New Zealand Executive Boards.
Jeni started her career as a Telecommunications Engineer in New Zealand and holds an MSc in Electronic Engineering from Cardiff University.
Independent Non-Executive Director
Sigga is currently part of the UK executive team at Experian and is responsible for their UK Direct to Consumer Business. Sigga has worked in the financial services industry since 2001, pioneering digital transformation at both American Express and Santander UK. She was responsible for the development and launch of Asto, a Santander Fintech business, providing innovative cash flow solutions to small businesses.
Sigga holds a doctorate in Leadership and Innovation from Manchester Business School, an MBA from IESE Business School as well as a BS degree in Marketing from the University of South Carolina.
Audit
Committee
The Audit Committee meets at least three times per year, to monitor the integrity of the Company's financial reporting, internal controls and the effectiveness of internal and external audit.
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 Committee is made up of five Non-Executive Directors, all of whom are independent, and is chaired by David Keens whom the Board considers has recent and relevant financial experience:
Senior Independent Non-Executive Director
David was previously Group Finance Director of NEXT plc (1991 to 2015) and its Group Treasurer (1986 to 1991). He was a Non-Executive Director and Audit Chair of J Sainsbury plc (2015 to 2021), and most recently has taken up the role as Senior Independent Non-Executive Director and Audit Chair of Moonpig Group plc. Previous management experience includes nine years in the UK and overseas operations of multinational food manufacturer Nabisco (1977 to 1986) and prior to that seven years in the accountancy profession.
David is a member of the Association of Chartered Certified Accountants and of the Association of Corporate Treasurers.
APPOINTED TO THE BOARD
— May 2015
EXTERNAL APPOINTMENTS
— Moonpig Group plc
COMMITTEE MEMBERSHIPS
— Audit (Chair)
— Corporate Responsibility
— Nomination
— Remuneration
Independent Non-Executive Director
Jill is also Chair of Tracsis, a leading provider of software, hardware, data analytics/GIS and services for the transport industries; a Non-Executive Director of Ashtead Group plc, the FTSE100 international equipment rental company; a Non-Executive Director of UP Global Sourcing Holdings plc, a FTSE small cap consumer goods business; and is Chair of Headland Consultancy, a PR and Communications agency.
Jill brings strong digital experience within retail environments to the Board. Previously, Jill was a member of the Executive Committee at Tesco Plc where she held a variety of senior roles, and was the Chief Executive Officer of JP Boden & Co. She also spent time as a management consultant having started her career at Marks & Spencer.
Independent Non-Executive Director
Jasvinder is currently Managing Director of Motor & Rescue at Direct Line Group, leading motor insurance strategy and business delivery across household names such as Direct Line, Churchill and Privilege. She is a member of the Direct Line Group Executive Team and is also sponsor of the Group's Diversity & Inclusion strands. Prior to this, she held a number of roles within Direct Line including most recently Chief Strategy Officer and before that, Managing Director of Direct Line for Business.
Jasvinder is a champion of gender diversity and women in top positions in business. She has been named on Green Park’s BAME 100 Board Talent Index, on the Cranfield University Top 100 women to watch in 2018 list and also featured on the Northern Power Women list of ‘Top 50 Women to Watch’.
Independent Non-Executive Director
Jeni is currently Visa Inc’s SVP Global Head of Merchant Sales and Acquirers responsible for driving the growth of digital commerce for the world’s sellers. She joined Visa in 2018 as the Managing Director for UK and Ireland. Jeni was previously at Vodafone Plc (1998 to 2017). Most recently she held Group Director roles across product management and sales. Prior to that she was Chief Technology Officer on the UK and New Zealand Executive Boards.
Jeni started her career as a Telecommunications Engineer in New Zealand and holds an MSc in Electronic Engineering from Cardiff University.
Independent Non-Executive Director
Sigga is currently part of the UK executive team at Experian and is responsible for their UK Direct to Consumer Business. Sigga has worked in the financial services industry since 2001, pioneering digital transformation at both American Express and Santander UK. She was responsible for the development and launch of Asto, a Santander Fintech business, providing innovative cash flow solutions to small businesses.
Sigga holds a doctorate in Leadership and Innovation from Manchester Business School, an MBA from IESE Business School as well as a BS degree in Marketing from the University of South Carolina.
Remuneration
Committee
The Remuneration Committee meets at least three times per year, and is responsible for advising and overseeing all elements of remuneration for the Chair, Executive Directors and senior management.
Our remuneration 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.
The Committee comprises five Independent Non-Executive Directors and is chaired by Jill Easterbrook:
Independent Non-Executive Director
Jill is also Chair of Tracsis, a leading provider of software, hardware, data analytics/GIS and services for the transport industries; a Non-Executive Director of Ashtead Group plc, the FTSE100 international equipment rental company; a Non-Executive Director of UP Global Sourcing Holdings plc, a FTSE small cap consumer goods business; and is Chair of Headland Consultancy, a PR and Communications agency.
Jill brings strong digital experience within retail environments to the Board. Previously, Jill was a member of the Executive Committee at Tesco Plc where she held a variety of senior roles, and was the Chief Executive Officer of JP Boden & Co. She also spent time as a management consultant having started her career at Marks & Spencer.
Independent Non-Executive Director
Jasvinder is currently Managing Director of Motor & Rescue at Direct Line Group, leading motor insurance strategy and business delivery across household names such as Direct Line, Churchill and Privilege. She is a member of the Direct Line Group Executive Team and is also sponsor of the Group's Diversity & Inclusion strands. Prior to this, she held a number of roles within Direct Line including most recently Chief Strategy Officer and before that, Managing Director of Direct Line for Business.
Jasvinder is a champion of gender diversity and women in top positions in business. She has been named on Green Park’s BAME 100 Board Talent Index, on the Cranfield University Top 100 women to watch in 2018 list and also featured on the Northern Power Women list of ‘Top 50 Women to Watch’.
Senior Independent Non-Executive Director
David was previously Group Finance Director of NEXT plc (1991 to 2015) and its Group Treasurer (1986 to 1991). He was a Non-Executive Director and Audit Chair of J Sainsbury plc (2015 to 2021), and most recently has taken up the role as Senior Independent Non-Executive Director and Audit Chair of Moonpig Group plc. Previous management experience includes nine years in the UK and overseas operations of multinational food manufacturer Nabisco (1977 to 1986) and prior to that seven years in the accountancy profession.
David is a member of the Association of Chartered Certified Accountants and of the Association of Corporate Treasurers.
APPOINTED TO THE BOARD
— May 2015
EXTERNAL APPOINTMENTS
— Moonpig Group plc
COMMITTEE MEMBERSHIPS
— Audit (Chair)
— Corporate Responsibility
— Nomination
— Remuneration
Independent Non-Executive Director
Jeni is currently Visa Inc’s SVP Global Head of Merchant Sales and Acquirers responsible for driving the growth of digital commerce for the world’s sellers. She joined Visa in 2018 as the Managing Director for UK and Ireland. Jeni was previously at Vodafone Plc (1998 to 2017). Most recently she held Group Director roles across product management and sales. Prior to that she was Chief Technology Officer on the UK and New Zealand Executive Boards.
Jeni started her career as a Telecommunications Engineer in New Zealand and holds an MSc in Electronic Engineering from Cardiff University.
Independent Non-Executive Director
Sigga is currently part of the UK executive team at Experian and is responsible for their UK Direct to Consumer Business. Sigga has worked in the financial services industry since 2001, pioneering digital transformation at both American Express and Santander UK. She was responsible for the development and launch of Asto, a Santander Fintech business, providing innovative cash flow solutions to small businesses.
Sigga holds a doctorate in Leadership and Innovation from Manchester Business School, an MBA from IESE Business School as well as a BS degree in Marketing from the University of South Carolina.
Corporate
Responsibility
Committee
The Corporate Responsibility Committee meets at least three times per year and is responsible for providing oversight, scrutiny and challenge on matters relating to the Group’s ESG strategy.
The Assistant Company Secretary acts as secretary to the Committee.
The Committee comprises five Independent Non-Executive Directors and is chaired by Jeni Mundy:
Independent Non-Executive Director
Jeni is currently Visa Inc’s SVP Global Head of Merchant Sales and Acquirers responsible for driving the growth of digital commerce for the world’s sellers. She joined Visa in 2018 as the Managing Director for UK and Ireland. Jeni was previously at Vodafone Plc (1998 to 2017). Most recently she held Group Director roles across product management and sales. Prior to that she was Chief Technology Officer on the UK and New Zealand Executive Boards.
Jeni started her career as a Telecommunications Engineer in New Zealand and holds an MSc in Electronic Engineering from Cardiff University.
Independent Non-Executive Director
Jill is also Chair of Tracsis, a leading provider of software, hardware, data analytics/GIS and services for the transport industries; a Non-Executive Director of Ashtead Group plc, the FTSE100 international equipment rental company; a Non-Executive Director of UP Global Sourcing Holdings plc, a FTSE small cap consumer goods business; and is Chair of Headland Consultancy, a PR and Communications agency.
Jill brings strong digital experience within retail environments to the Board. Previously, Jill was a member of the Executive Committee at Tesco Plc where she held a variety of senior roles, and was the Chief Executive Officer of JP Boden & Co. She also spent time as a management consultant having started her career at Marks & Spencer.
Independent Non-Executive Director
Jasvinder is currently Managing Director of Motor & Rescue at Direct Line Group, leading motor insurance strategy and business delivery across household names such as Direct Line, Churchill and Privilege. She is a member of the Direct Line Group Executive Team and is also sponsor of the Group's Diversity & Inclusion strands. Prior to this, she held a number of roles within Direct Line including most recently Chief Strategy Officer and before that, Managing Director of Direct Line for Business.
Jasvinder is a champion of gender diversity and women in top positions in business. She has been named on Green Park’s BAME 100 Board Talent Index, on the Cranfield University Top 100 women to watch in 2018 list and also featured on the Northern Power Women list of ‘Top 50 Women to Watch’.
Senior Independent Non-Executive Director
David was previously Group Finance Director of NEXT plc (1991 to 2015) and its Group Treasurer (1986 to 1991). He was a Non-Executive Director and Audit Chair of J Sainsbury plc (2015 to 2021), and most recently has taken up the role as Senior Independent Non-Executive Director and Audit Chair of Moonpig Group plc. Previous management experience includes nine years in the UK and overseas operations of multinational food manufacturer Nabisco (1977 to 1986) and prior to that seven years in the accountancy profession.
David is a member of the Association of Chartered Certified Accountants and of the Association of Corporate Treasurers.
APPOINTED TO THE BOARD
— May 2015
EXTERNAL APPOINTMENTS
— Moonpig Group plc
COMMITTEE MEMBERSHIPS
— Audit (Chair)
— Corporate Responsibility
— Nomination
— Remuneration
Independent Non-Executive Director
Sigga is currently part of the UK executive team at Experian and is responsible for their UK Direct to Consumer Business. Sigga has worked in the financial services industry since 2001, pioneering digital transformation at both American Express and Santander UK. She was responsible for the development and launch of Asto, a Santander Fintech business, providing innovative cash flow solutions to small businesses.
Sigga holds a doctorate in Leadership and Innovation from Manchester Business School, an MBA from IESE Business School as well as a BS degree in Marketing from the University of South Carolina.
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 comprises two Executive Directors and the Company Secretary:
Chief Executive Officer
Nathan was first appointed to the Board as Chief Operating Officer (‘COO’) in April 2017 and as Chief Financial Officer (‘CFO’) in July 2017. Nathan was appointed Chief Executive Officer (‘CEO’) in March 2020, following the announcement of former CEO Trevor Mather’s retirement.
Nathan joined Auto Trader in 2007 to oversee the transition from a magazine business to a pure digital company. Prior to his appointment to the Board, Nathan was the joint Operations Director, sharing responsibility for the day-to-day operations of the business.
Prior to joining Auto Trader, Nathan was at Telstra, Australia’s leading telecommunications company, where he led Mergers and Acquisitions and Corporate Development for its media and internet businesses. He was previously a consultant at PwC, having graduated from the University of Sydney with a B.Com (Hons).
Chief Financial Officer
Jamie was appointed Chief Financial Officer (‘CFO’)
in March 2020. Prior to this he was Auto Trader’s CFO-Designate and Deputy CFO. During his time at Auto Trader, Jamie has worked in a variety of different roles across finance, covering commercial finance, financial reporting, pricing and investor relations.
Jamie initially worked as a freight derivatives broker for inter-dealer broker GFI. Jamie left to join a start-up company, Swapit, developing a children’s online swapping and trading community, that was subsequently acquired by Superawesome. He then joined Auto Trader in 2012.
Jamie graduated from Bristol University with a BSc in Economics and Economic History and is a qualified Chartered Management Accountant.
Company Secretary
Claire is Company Secretary and Director of Governance. She is responsible for corporate governance; legal services; regulatory compliance; customer security; procurement; and risk management.
Claire was previously Deputy Company Secretary at Betfair Group plc and prior to that was Company Secretary at Centaur Media plc.
Claire is a qualified accountant, a member of the Institute of Chartered Secretaries and Administrators and holds an MBA from Manchester Business School.
Our leadership
Our diverse and committed leadership teams combine wide-ranging digital experience with long tenures.
Read MoreRisk management
The Board is collectively responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives.
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