Division of responsibilities
Board and Committees of the Board Committees of the Board support the Board in the fulfillment of its duties and take strategic decisions of a substantive nature. The effective working of the Board is crucial to the long-term prospects and strategic aims of the Group. This is achieved through strong and open working relationships between the Directors and, in particular, the Chairman, Group Chief Executive and Senior Independent Director, whose roles are agreed and set out in writing. A summary of their roles and division of responsibilities, along with those of the Non Executive Directors and Employee Engagement Director, is set out on the following page. Ferguson plc has a premium listing on the London Stock Exchange, and is therefore subject to the Listing Rules of the UK Listing Authority. Although the Company (being Jersey incorporated) is not subject to the UK Companies Act, the Board retains its standards of governance and corporate responsibility as if it were subject to the Act, provides shareholder safeguards similar to those of a UK registered company, has regard to relevant institutional shareholder guidelines and complies with the dilution limits detailed in the Investment Association’s Principles of Remuneration.
Ferguson plc Annual Report and Accounts 2020
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The Board – Responsible for establishing the Group’s purpose and values and ensuring alignment with culture – Collectively responsible for the long‑term success of the Group – Accountable to shareholders and responsible for the proper conduct of the business – Setting the overall strategic direction of the Group – Oversight of effective management of the Ferguson Group ensuring the appropriate leadership and resources are in place to meet its objectives – Reviewing the performance of the Board and its Committees and ensuring effective succession planning – Ensuring effective financial reporting – Approval of key strategic projects in the best interests of the Group
Remuneration Committee
Major Announcements Committee
– Oversees, monitors and makes recommendations as appropriate in relation to the Group’s financial statements, accounting processes, audit (internal and external), risk management and internal controls and matters relating to fraud and whistleblowing
– Regularly reviews the structure, size and composition of the Board and its Committees
– Reviews and recommends to the Board the framework and policy for the remuneration of the Chairman, the Executive Directors and the Executive Committee
– Meets as required in exceptional circumstances to consider disclosure obligations in relation to material information where the matter is unexpected and non‑routine
– Responsible for the functions specified by DTR 7.1.3R. The membership of the Audit Committee is detailed on page 74
– Identifies and nominates suitable candidates to be appointed to the Board (subject to Board approval) and considers succession generally
– Takes into account the business strategy of the Group and how the Remuneration Policy reflects and supports that strategy – Reviews workforce remuneration and related policies throughout the Group and the alignment of incentives and rewards with culture
Financials
Nominations Committee
Governance
Audit Committee
Other information
– Maintaining a sound system of risk management and internal controls
Strategic report
A special purpose committee was formed during the COVID-19 pandemic, please see page 65 for further details.
