Governance overview

The Board’s role is to ensure that the JD Group is led in a manner which protects the long term interests of its shareholders, whilst balancing and promoting the interests of its other key stakeholders – including its employees and suppliers. The Board promotes the principles set out in the UK Corporate Governance Code 2018 as issued by the Financial Reporting Council (FRC) (the ‘Code’), and monitors the effectiveness of JD Group policy and performance relating to environmental, social and governance matters.

Board Composition

Board composition and diversity

The JD Board recognises the importance of achieving meaningful change in the levels of diversity within the Board, the senior leadership team and across all levels of the Group.

The Board welcomes the initiative and focus of the Parker Review and will engage with the Parker Review, as appropriate, just as it did with the Hampton-Alexander review in recent years. The Board strives to build a diverse and inclusive team and to promote a diverse and inclusive culture throughout the business. The Board is pleased to confirm it is fully compliant with both the Hampton-Alexander and Parker Review.

It is the Board’s strong belief that if colleagues feel supported, respected and empowered to achieve their ambitions regardless of background, this will ultimately promote the long term success of the Group.

Our Board Committees Audit and Risk Committee Disclosure Committee ESG Committee Nominations Committee Remuneration Committee

The Board delegates certain powers to its Committees. There are five principal Board Committees to which the Board has delegated certain responsibilities. The terms of reference for all Committees are reviewed by each Committee regularly and can be downloaded below (save the Disclosure Committee).

You can read more about the below committees in our Annual Report

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The Audit and Risk Committee is chaired by Helen Ashton and its members are Ian Dyson, Darren Shapland and Kath Smith.

The principal duties of the Audit and Risk Committee are to review draft annual and interim financial statements prior to being submitted to the Board, reviewing the effectiveness of the Group’s system of internal control, risk management and the performance and cost effectiveness of the external auditor.

Terms of Reference Audit & Risk Committee

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The Disclosure Committee is chaired by Andrew Higginson and its members are Helen Ashton, Dominic Platt and Theresa Casey (Company Secretary and General Counsel).

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The ESG Committee is chaired by Darren Shapland and its members are Kath Smith, Angela Luger, Prama Bhatt, Regis Schultz and Theresa Casey.

The Committees principal duties are the review and oversight of sustainability and environmental, social and governance (ESG) matters including:

  • Overall Company Strategy
  • Policies and procedures
  • Performance target and ratings
  • Stakeholder engagement
  • Political, charitable and community investment activities
  • The Executive Directors remuneration and ESG performance objectives
  • Oversight of the ESG Management Committee
  • Collaboration with other committees and auditors
  • Reporting and disclosure requirements

Terms of Reference ESG Committee

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The Nominations Committee is chaired by Andrew Higginson and its members are Kath Smith, Helen Ashton, Darren Shapland, Angela Luger, Ian Dyson, Andy Long, Hubertus Hoyt and Prama Bhatt.

The Committee’s principal duties are to consider the size, structure and composition of the Board, ensure appropriate succession plans are in place for the Board and senior management and, where necessary, consider new appointments to the Board and senior management.

Terms of Reference Nominations Committee

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The Remuneration Committee is chaired by Angela Luger and its members are Helen Ashton, Ian Dyson and Hubertus Hoyt.

The Committee’s principal duties are to determine:

  • Overall Group remuneration policy;
  • Remuneration packages for Executive Directors and senior management;
  • The terms of Executive Director service contracts as may be required from time to time; and
  • The terms of any performance-related and/or long term incentive schemes operated by the Group and awards thereunder.

Terms of Reference Remuneration Committee

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