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 two 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 18th April 2017

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.

On Admission in March 2015, a new remuneration policy was adopted by the Committee. This policy is structured so as 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 & Chief Operating Officer) and Claire Baty (Company Secretary). 

Download the Disclosure Committee Terms of Reference July 2016

Chris Penny and Marc Thornborough are taking part in this year's Bangers4BEN, hoping to raise £100,000. If you'd like to donate to this amazing cause, then please visit: https://t.co/IqvEEW0WSa https://t.co/Wm1F6PJnEs
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Amazing achievement! Those genuine reviews only come from offering the very best customer experience so a huge congratulations to everyone at @smallbone_cars 🏆 https://t.co/eZBkIvnUuW
On the 25th Sept. we're launching the next edition of the Market Report, our biannual review of the industry. This time we're focusing on the future of ownership & the implications of the growing spectrum of access models. Check out previous editions here: https://t.co/6yFoc2JDtY https://t.co/vtvKcHiuLy
Our insight director, Nick King is at the @ON24 #WebinarWorld today sharing the AT story: how we've developed our webinar platform to engage & share best practice with more of our customers than ever before. Catch-up with all of our recent webinars here: https://t.co/cDQ9xRu2Uo https://t.co/0z4w6SMUeA
We're at the iconic @NewburyRacing today for our free AT Masterclass. We'll be sharing the latest market insight, as well as best practice guidance based on the strategies of the very best performing retailers. Look out for when we're next in your area: https://t.co/zraCdB1UUj https://t.co/DZ02Yq2CSc
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Tomorrow we'll find out just how much WLTP has affected the UK market in August. Will it top the 49% recorded in Spain or the 40% in France? Watch this space for @SMMT new car registrations https://t.co/Zb55ctgCPD
Our latest Retail Price Index reveals the average cost of a used car increased 7% in July, but also highlights a clear disparity in price growth between volume and premium brands. Read the full story here: https://t.co/dguPqcqHFa https://t.co/LFlb9a6lLq

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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