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 2021, 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, five 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 21st April 2022.

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 (Chair and Committee Chair), David Keens, Jill Easterbrook, Jeni Mundy, Sigga Sigurdardottir, and Jasvinder Gakhal.

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 five Non-Executive Directors, all of whom are Independent. The members of the Committee are David Keens (Committee Chairman), Jill Easterbrook, Jeni Mundy, Sigga Sigurdardottir, and Jasvinder Gakhal

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 five Independent Non-Executive Directors, being Jill Easterbrook (Committee Chair), David Keens, Jeni Mundy, Sigga Sigurdardottir, and Jasvinder Gakhal.

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

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.

The Committee comprises five Independent Non-Executive Directors, being Jeni Mundy,(Committee Chair), Jill Easterbrook , David Keens, Sigga Sigurdardottir, and Jasvinder Gakhal.

Download the Corporate Responsibility Terms of reference September 2020

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

We're excited to announce that, as of 1st July, we'll be powering the used car pages on @whatcar and its sister site, @autocar. https://t.co/H4GJLafkh7
We're excited to announce that, as of 1st July, we'll be powering the used car pages on @whatcar and its sister site, @autocar. https://t.co/H4GJLafkh7
What are the three big barriers to electric vehicle adoption and how can we as an industry help to overcome them? Find out in the latest edition of The Road to 2030 report 👉https://t.co/ho4cNqeUsQ https://t.co/qlA2IX6EiF
Are you getting the basics right? Find out in this week's tip of the week where @AndrewKorpela highlights the need to maintain your digital best practises. https://t.co/Rkm0nKu19B
One of the most recent entrants to the EV market, the @CUPRA Born, is currently seeing the most advert views of any new EV on our marketplace. With a new EV model set to enter the market every 10 days this year, what model do you think we'll see make the list? https://t.co/nOcF7YguLg
We've been working with manufacturers to get you access to the specification profile for each car and we're excited to announce that this is now available to retailers, helping you to make creating high-quality adverts easier than ever. Find out more 👇 https://t.co/lv2kLf4E77
After a slight technical glitch @therickw is live and sharing our latest market data. Demand has seen a decline but used car prices remain robust. https://t.co/lSNLB6rLrg
Over now to @MarcThornboroug who asks "is it time to reset your goals"? Last year's performance was incredibly strong across the market, being very much a seller's market. But in recent weeks we have seen it start to shift towards a buyers market. https://t.co/BVEiBdl9Dy
We're kicking off today's webinar with @marc_palmer. Right now the economy is the top issue for many people with the cost of living crisis in full swing and the spectre of a recession looming. But what does this mean for car sales? Read the thread to find out 👇 https://t.co/ZMErCURxJU

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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