► About UsOur GovernanceFramework



How our Governance framework supports the delivery of the Group’s strategic objectives.

Our governance framework facilitates effective, entrepreneurial and prudent management that promotes the long-term success of the Company and generates value for shareholders and contributes to all our stakeholders whether customers, consumers, suppliers, employees, the government or wider society. The Board of directors is responsible for the governance of the Group. The responsibilities of the Board include setting the Group’s purpose, values and strategy, providing the leadership to put them into effect, supervising the management of the business, monitoring performance and reporting to shareholders on their stewardship.

The Chairman

The Chairman is responsible for the leadership of the Board, ensuring its effectiveness and promoting the highest standards of corporate governance. He chairs Board meetings, ensuring timely and accurate distribution of information and full review and discussion of agenda items.

Senior Independent Director

The Senior Independent Director (SID) supports the Chairman and leads the non-executive directors in the oversight of the Chairman. He is also available to shareholders if they have concerns that cannot be raised through normal channels.

Non-executive Directors (‘NEDs’)

The NEDs bring a range of knowledge and experience to the Board. Their role is to use their experience, objectivity and sound judgement to scrutinise and challenge executive management’s plans and performance and the development of the Group’s vision, values and strategy.

Workforce Engagement NED

The Workforce Engagement NED role is to engage with colleagues across the business to ensure their views and concerns are brought to the Board and taken into account by the directors, particularly when they are making decisions that could affect the workforce.

Chief Executive Officer (‘CEO’)

The CEO is responsible for the day-to-day management of the Group, working with the Executive Leadership Team to ensure the implementation of the agreed strategy.

Chief Financial Officer (‘CFO’)

The CFO has responsibility for developing and implementing financial and operational strategies, financial risk, treasury management, investor relations and pensions.

Company Secretary

The role of the Company Secretary is to ensure that there is an effective flow of information between executive management and the Chairman and NEDs. The Company Secretary also advises the Board on legal and governance matters and supports the Board evaluation process and induction programme.

Internal Audit

Internal Audit is responsible for providing the Audit Committee and Board with independent assurance on the Group’s control framework and risk management.

Board Committees

The Board has three committees which assist in the discharge of its responsibilities, namely oversight of Board composition, financial performance, internal controls and remuneration strategy. Their terms of reference are available in the Governance policies section of this website.

Audit Committee

The Committee has responsibility for reviewing the effectiveness of the Group’s financial reporting system and the internal control policies and procedures for the identification, assessment and reporting of risk. The Committee also keeps under review the relationship with the auditors, including the terms of their engagement and fees, their independence and expertise, resources and qualification and the effectiveness of the audit process.

Committee Member Position Comments
Simon Bentley Chair Independent  (NED)
Richard Hodgson Member Senior Independent Director (SID)
Pam Powell Member Independent (NED)
Helen Jones Member Independent (NED)
Tim Elliott Member Independent (NED)

Simon Bentley was appointed as Audit Committee Chair in March 2019. He began his career in accountancy, where he developed experience in corporate finance, audit and taxation becoming a senior partner with accountancy firm Landau Morley. He also has extensive commercial and strategic experience, gained from senior roles in a range of industries, including retail and finance and is a qualified Chartered Accountant.

All members of the Committee are considered to be independent, with a broad range of FMCG, commercial, marketing and finance experience relevant to the Group's business. In addition to the Committee members, the CEO, Chief Financial Officer, Director of Internal Audit and Risk and external audit lead partners are regularly invited to the Committee’s meetings.

The Audit Committee is scheduled to meet at least three times a year and meets with the internal and external auditors at least once a year without the executive directors present.

The Committee has been delegated authority by the Board to monitor financial reporting including the annual and interim reports, preliminary results announcements and formal announcements relating to financial performance and reporting. The Committee ensures the effectiveness of the Company’s internal controls and risk management systems and review and update the whistle-blowing arrangements.

The Committee monitors and reviews the effectiveness of the Group’s internal audit function, including the approval of any appointment or removal of the head of the internal audit function. The Committee is also responsible for considering and making recommendations to the Board on the appointment, reappointment and removal of external auditors including the setting of their remuneration. The Committee keeps under review the external auditor's’ independence which includes reviewing the impact of any non-audit services provided by the Group’s external auditors to the Board.

Annually the Committee reviews the relationship the Group has with the external auditor to consider whether the relationship is working well and whether the auditor continues to provide an effective service. The external auditor is required to rotate the audit partner responsible for the Group and subsidiary audits every five years. There are no contractual obligations restricting the Group’s choice of external auditor.


Auditor Independence and Non-audit Services

There is an established policy governing auditor independence and the engagement of the external auditor for non-audit services designed to maintain the independence and objectivity of the external auditor. The policy was last reviewed and updated in 2020 and key terms are as follows:

  • a tender of the external audit will be undertaken every 10 years;
  • the lead partner should rotate every 5 years;
  • the external auditors should not be engaged for non-audit work, however, in certain limited circumstances it may be appropriate to appoint them;
  • where fees are expected to be over £100k, the approval of the Audit Committee Chairman is required; and
  • if the fees are expected to exceed £100k then the approval of the full Audit Committee will be required.

A copy of the External Auditor Independence and Non-audit Services Policy is available here.


Audit tender

KPMG were appointed as external auditor in September 2015 following a comprehensive tender.


Remuneration Committee

The Committee has responsibility for determining and agreeing the overall remuneration strategy for executive directors and senior managers, determining the individual remuneration packages for the Chairman, executive directors and senior management and approving the design of all share incentive plans.

Committee Member Position Comments
Pam Powell Chair Independent (NED)
Simon Bentley Member Independent (NED)
Richard Hodgson Member Senior Independent Director (SID)
Helen Jones Member Independent (NED)
Tim Elliott Member Independent (NED)

Pam Powell was appointed Chair of the Remuneration Committee in May 2019.

All members of the Committee are independent. The Chairman, CEO, Chief Financial Officer, and HR & Communications Director regularly attend by invitation. In accordance with the Committee’s terms of reference, no one attending a Committee meeting may participate in discussions relating to his/her own terms and conditions of service or remuneration.

The Remuneration Committee is scheduled to meet at least twice a year.

The Committee is committed to principles of accountability and transparency to ensure that remuneration arrangements demonstrate a clear link between reward and performance. In its work, the Committee considers fully the relevant legal and regulatory requirements, provisions and recommendations of the Code and associated guidance.

The Committee has been delegated authority by the Board to determine and agree the remuneration strategy for executive directors and senior managers and reviews and approves the remuneration packages for the Chairman, executive directors and senior managers. The Committee also reviews the remuneration arrangements for the wider workforce and the alignment between the Group's arrangements and culture.

The Committee, on behalf of the Board, determines the terms of employment including recruitment and termination terms of executive directors, ensuring any payments on departure are fair to the individual and the Company, whilst avoiding payment for failure and recognising the departing individual’s duty to mitigate loss.

The Company's current Directors' Remuneration Policy is available in the Remuneration section of this website. 

Nomination Committee

The Committee is responsible for considering the size, structure and composition of the Board, retirement and appointment of additional and replacement directors and making appropriate recommendations so as to maintain an appropriate balance of skills and experience on the Board.

Committee Member Position Comments
Colin Day Chair Non-Executive Chairman
Simon Bentley Member Independent (NED)
Richard Hodgson Member Senior Independent Director (SID)
Pam Powell Member Independent (NED)
Helen Jones Member Independent (NED)
Tim Elliott Member Independent (NED)

The Nomination Committee is scheduled to meet at least twice a year.

The Committee has been delegated authority by the Board to lead the formal, rigorous and transparent process for Board appointments including a review of the skills, experience and knowledge of the existing directors to ensure any potential shortlisted candidates will benefit the balance of the Board. The Committee also gives full consideration to succession planning taking into account the challenges and opportunities facing the Group and what skills and expertise would benefit the Board in the future.

The Committee regularly reviews the structure, size and composition of the Board and make recommendations to the Board regarding changes.


Executive Leadership Team

The Board delegates day-to-day responsibility for managing the business to the Executive Leadership Team and its sub-committees. Together these form part of the Company’s corporate governance framework, but are not formally appointed committees of the Board.


Executive Leadership Team (ELT) — Responsible, under the leadership of the CEO, for the day-to-day management of the business, setting performance targets and implementing the Company’s strategy and direction. The ELT is also responsible for the effective implementation of policies taking into account changes in regulations and other business risks. The ELT drives effective risk management throughout the business and makes recommendations to the Audit Committee as appropriate; monitoring and reporting on all material business risks which might impact the delivery of the Company’s strategic goals and objectives and agreeing with management appropriate mitigating actions. The ELT comprises the heads of the commercial business units and key corporate functions.

Sustainability Steering Group — Responsible for providing direction to, and oversight of, the implementation of the Company’s ESG programme:

  • encourage healthier food choices for our consumers and our colleagues;
  • develop the skills our industry needs for the future;
  • collaborate with our suppliers to drive higher ethical and environmental standards;
  • deliver environmental improvements across our operations; and
  • support our communities on a local and national level.

The Steering Group is chaired by our CEO and is made up of members from the ELT and senior management.
Click here to read more about our approach to responsibility.

Treasury Risk Management Committee — Responsible for the oversight of designated material foreign currency and commodity exposures and agreeing with senior management appropriate mitigating actions. Members of the Committee include members of the ELT and senior management.