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 2019, 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, 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 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, 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 Trevor Mather (Chief Executive Officer), Nathan Coe (Chief Financial Officer & CEO-Designate) and Claire Baty (Company Secretary). 

Download the Disclosure Committee Terms of Reference April 2019

Just over a week to go to this year's @Auto30Club annual conference which we're proud to be hosting in our London offices. We're looking forward to what's set to be a fantastic day of unique insights, best practice and networking https://t.co/Phfymugcnw
On the 28th November at 11am we'll be hosting a webinar regarding our forthcoming changes to the consumer experience on our marketplace. Don't miss the opportunity to ask all your questions & comments to Beth, Chris and Marc. Sign up today here: https://t.co/2cSKLzsh8F https://t.co/vZhu7jXBBg
We're excited to partner with @gard_x to incorporate its innovative SpinCar technology onto our marketplace which we believe will further help retailers stand out in today’s increasingly competitive market. Read all about it on @AMchatter here https://t.co/AWdNtYWVWL
Two weeks to go! If you're not a member of the @Auto30Club (yet!) and would like to attend this one day seminar please get in touch with victoria@automotive30club.co.uk https://t.co/5w61NEY23R
We're proud to sponsor this year's @Auto30Club conference on 28 Nov. The event will see a host of brilliant guest speakers from inside & outside the industry sharing unmissable insight. For non members wishing to attend please get in touch with victoria@automotive30club.co.uk https://t.co/pr5hIwac0L
Did you know 88% of car buyers are worried they’re not getting a fair deal & 86% are worried they can’t trust the retailer. To help instil more confidence in the vehicle, the price & the retailer we're evolving the consumer experience. Find out more here https://t.co/kJyCtRAkTm https://t.co/PbvVn2RR5h
Throughout May & June we hosted a series of Dealer Open Golf Championship qualifiers around the UK with 192 golfers taking part. Last month we held the final at The Grove - it was a fantastic day & the brilliant team from @HiltonGarage lifted the trophy. Congratulations guys 🏆 https://t.co/xUQfHwt390
Good luck everyone!🏆 https://t.co/1eUedGX8Vp
We're very honoured to have been invited to @TrustFordUK's brilliant annual employee conference today. Our Insight Director Nick King loved the opportunity to share some of our latest insights from the Market Report and Car Buyers Report. Thank you for having us! https://t.co/GgP3OBzAzR
The latest figures from the AT Fastest Selling Index show that the Renault ZOE isn't only the fastest selling used car in the UK, it's the 2nd too. It's just the 3rd time a pure EV has taken the top spot & the first to get the one-two. Read more here: https://t.co/UmqSVkDRFN https://t.co/KN1NeyR9Fe

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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