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, 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

Whilst the current market is far from predictable, it’s a safe bet that those buyers looking to make a purchase early next year are looking at your adverts on our marketplace right now. So what do you need to do to prepare for January?👇https://t.co/qwwUW9oYTs
EVs have proven again to be a bright spot in the latest @SMMT figures says @IanJPlummer. Fuel anxiety, greater environmental awareness, and the ‘cool factor’ are all helping to drive sales. https://t.co/Liuj74ZpOF
The record growth we’ve seen in used car prices in recent months shows no signs of slowing with November marking the 20th month of consecutive price growth. So where are prices currently at and what we can expect in the near future. Find out now 👉 https://t.co/LknZuxwuiT https://t.co/9JDMTOzn2s
Did you know that 42% of buyers in January this year did their research in December 2020? With this trend set to continue this year, @AndrewKorpela shares some advice on how to entice January's buyers to your adverts right now, setting you up for success next year. https://t.co/uuCOTMTCcG
It's no secret that we've seen the number of buyers considering an electric vehicle grow through 2021. But are buyers really interested in electric vehicles and how does this translate into buying intent? Find out in our The Road to 2030 Report👉https://t.co/ag3HZOMpFT https://t.co/2EZcsZKEHO
We recently marked our 1 year anniversary since we launched RPM, our online learning platform for retailers. In the last 12 months, we’ve found that retailers who’ve attended these masterclasses go on to sell their vehicles 10% quicker! Find out more - https://t.co/gXfP03yPAA https://t.co/3X02xWECId
Auto Trader Connect is now live to all retailers who requested access and who's partners have integrated with us. Auto Trader Connect puts the power of real-time data in your hands, enabling you to more efficiently manage your forecourt. Find out more - https://t.co/ygKfaAbven https://t.co/B8XGCfI4xD
We're still seeing retailers underpricing stock. With demand still high, there is a huge opportunity to make additional profit by pricing to market. https://t.co/AFIvnD8cOt
Of all the sales in January 2021, 42% were the result of searches made in December 2020. Make sure you're advertising all of your stock now so that you can kick of 2022 with a bang. https://t.co/jOjKQRTACD
We’ve seen 4 years of price growth in just 5 months and this shows no signs of slowing, with mid November seeing the average price of a used car rising to a staggering £19,852. https://t.co/8j0qtqT9yd

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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