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 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

Wondering how car prices are being affected by #COVID19? Why not have a read of this blog from our franchise brand director @chrispenny222 in which he discusses the pricing trends we're seeing in the market & how we can limit the long-term impact https://t.co/MbWl0V4jVv
We've seen a lot of activity across our platforms over the last couple of weeks. In this short blog our Data & Insight Director, @therickw, highlights the key trends in consumer behaviour we've been observing across the market in response to #COVID19 https://t.co/pxeZSyZt5F
Thank you to everyone who watched the 3rd in our series of weekly webinars designed to help retailers navigate the challenges of #COVID19. And a big thank you to our guests, Fresh Motors' Jacob Freshwater & Peter Stonely. Missed it? You can catch up here https://t.co/55zKizOT3h https://t.co/57QGXtwVfN
According to our latest #automotive Retail Price Index, used retail prices remained relatively stable in March. The average sticker price for a used #car was £13,601 - down a negligible -0.2% (like-for-like) on March 2019. Read the full analysis here: https://t.co/iEDek8m2tR https://t.co/n5Mv96JqPB
Just over 30 mins to go before the 3rd in our series of #COVID19 focused webinars. Tune in to hear brand new market insights from the AT team, & our guests Jacob Freshwater of Fresh Motors & Trading Standards expert, Peter Stonely. Register here for free: https://t.co/oixBF6eCHH https://t.co/KoFkut8caM
Have you registered for tomorrow's webinar yet? Don't miss the chance to hear the latest market insights as well as invaluable information regarding distance selling from Peter Stonely, a specialist in Trading Standards law. Sign up for free here: https://t.co/oixBF5X1Q9 https://t.co/JdoFxzgUHq
During the #QueensSpeech on Sunday, during which circa 24 million people tuned in to hear her inspiring message around #COVID19, we saw a dramatic dip in ad views across our platforms. https://t.co/Pb3VhYBBLm
During the #Queen's address to the nation on #COVID19 last night, we saw a dramatic dip in ad views across our platforms. It's no surprise, as her broadcast attracted an audience of close to 24 million people. https://t.co/VEXZJelr5S
Here's a snapshot of what we covered during our last #COVID19 webinar. This week (10am Weds.) we'll be joined by Jacob Freshwater of Fresh Motors & trading standards law specialists, @StonelyTraining, as we discuss distance selling. Register for free here: https://t.co/oixBF5X1Q9 https://t.co/MfRnNZMMdo
The latest data from the @SMMT shows the #newcar market was down 44.4% in March. However, our market observations do offer a more reassuring picture for the future, as people are still actively looking for their next car. Read @IanJPlummer's view here https://t.co/uOmDKIAQSs https://t.co/WquwxioqDG

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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