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.

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 & Chief Operating Officer) and Claire Baty (Company Secretary). 

Download the Disclosure Committee Terms of Reference July 2016

After steadily increasing for 7 months, the average price of a used car reached an all-time high of £12,977 in Dec. Average diesel prices declined from a high of £14,661 in Oct. to £14,536, whilst petrol reached a record of £11,288. You can read more here: https://t.co/X9MZLisV4Y https://t.co/UMAknC3frw
On an annual basis, the percentage of fuel related searches attributed to diesel have declined 40% since 2016, whilst searches for alternatively fuelled vehicles have shot up 130% and pure electric 179%. Get the full story here: https://t.co/X9MZLisV4Y https://t.co/WcwRX0vf1b
The latest results from the Auto Trader Retail Price Index revealed that the average cost of a used car last year was £12,542; an annual increase of +5%. Second-hand diesels held their value, increasing +3%, whilst petrol grew +7%. You can read more here: https://t.co/X9MZLisV4Y https://t.co/3o4PbNwElY
The FLA reports consumer finance declined -1% in November, reflecting a slowing market. In reality finance is fuelling sales & with prices steadily increasing will be key to unlocking different types of consumer in 2019. Read more in our Market Report https://t.co/lnN0L8ykH2 https://t.co/GU3GI37Oeo
Did you know we've combined Part Ex valuations and Dealer Finance to give you even better quality leads? You can find out more by listening to our recent dedicated webinar: https://t.co/H1yf8kWPnS https://t.co/MMgcsLMFrO
According to the @SMMT, the new car market in 2018 recorded a -6.8% decline on 2017. Diesel dropped nearly -30% but the big winner was AFV, increasing +20.9%. With an array of 2nd gen electric vehicles set to hit the market, will 2019 see the popularity of EVs surge even more? https://t.co/Y6Na7afAJq
Happy 2019! Hopefully not too many sore heads this morning. Remember, December's browsers are ready to be turned into January's buyers - make sure your ads stand out from the crowd with these top tips https://t.co/x8MACPb8S3 https://t.co/x6Zv6U9RkJ
Happy new year to all our customers, partners & friends. Despite what's been a challenging year for the industry both the new & used markets have shown incredible resilience, with both ending 2018 in solid health. That's worth raising a glass to! Cheers https://t.co/zS1WlTUoxt
Auto Trader is a company made up of 800 people committed to providing our customers, car buyers and colleagues with the very best service, platform and work place possible. We're very proud to have received lots of recognition for that commitment in 2018 #proud https://t.co/cC55R67WP0
Did you know that 52% of consumers starting the car buying process already claim to consider the cost of a car as a monthly price, rather than the full retail price? Finance is now central to the car buying process & getting it right, will be key to growth in 2019. https://t.co/yW6gBn0ELO

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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