Governance overview

Board Composition

Board composition and diversity

The Board recognises the importance of diversity, including gender, at all levels of the Company as well as on the Board.

The Company is committed to equal opportunities and increasing diversity across our operations in terms of relevant skills, experience, ethnicity and gender. The Board continues to consider how diversity can be enhanced through the Board and the Senior Leadership team and across the Group generally.

With the exception of the target of 40% for female representation on the Board, the Board met the targets on board diversity set out in UK Listing Rule 6.6.6R(9) for the period ending 1 February 2025. It satisfied the requirement set out within the Parker Review to appoint one director from an ethnic minority background.

Further information regarding the Company’s commitment in respect of Board composition and diversity can be found within its Annual Report.

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

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. The Board is responsible for the direction, management and performance of the Group.

The Board promotes the principles set out in the UK Corporate Governance Code 2024 as issued by the Financial Reporting Council (FRC) (the ‘Code’). The Board discharges some of its responsibilities directly and delegates certain powers to Board Committees. The Board and its Committees have adopted terms of reference which define their roles and responsibilities.

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

The specific Matters Reserved for the Board can be accessed here.

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The Audit and Risk Committee is chaired by Ian Dyson (Interim Chair) and its members are Darren Shapland, Kath Smith and Sarah Kuijlaars.

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 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, Darren Shapland, Angela Luger, Ian Dyson, Andy Long, Hubertus Hoyt, Prama Bhatt and Sarah Kuijlaars.

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 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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