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.

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 – Maintaining a sound system of risk management and internal controls

Audit 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 – Responsible for the functions specified by DTR 7.1.3R. The membership of the Audit Committee is detailed on page 74

Nominations Committee

– Regularly reviews the structure, size and composition of the Board and its Committees – Identifies and nominates suitable candidates to be appointed to the

Board (subject to Board approval) and considers succession generally

Remuneration Committee

– Reviews and recommends to the Board the framework and policy for the remuneration of the

Chairman, the Executive

Directors and the

Executive Committee – 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

Major Announcements Committee

– Meets as required in exceptional circumstances to consider disclosure obligations in relation to material information where the matter is unexpected and non-routine

A special purpose committee was formed during the COVID-19 pandemic, please see page 65 for further details.

Other Committees

Implementing strategic decisions and executive or administrative matters:

Executive Committee Treasury Committee

– Drives business performance and operational improvements – Ensures that the corporate culture and values set by the Board are implemented across the Group, that the behaviors expected from associates are clearly communicated and that actual behaviors are aligned with the culture and values – Develops and recommends to the Board the Group strategy and responsible for monitoring progress against the strategy – Develops and recommends Group policies and standards to the Board and ensures that they are implemented, communicated and maintained

Committee membership and biographical details for each member:

www.fergusonplc.com

– Considers treasury policy including financial structures and investments, tax and treasury strategy, policies and certain transactions of the Group – Reviews performance and compliance of the tax and treasury function – Makes recommendations to the Board in matters such as overall financing and strategy, and currency exposure Committee membership details:

www.fergusonplc.com

Disclosure Committee

– Meets as required to deal with matters relating to public announcements of the Company and the Company’s obligations under the Listing and

Disclosure and Transparency Rules of the UK Listing Authority and EU Market

Abuse Regulation – Assists in the design, implementation and periodic evaluation of the

Company’s disclosure controls and procedures Committee membership details:

www.fergusonplc.com

Board roles Chairman

– Overall leadership and governance of the Board (including induction, development and performance evaluation) – Provides the Board with insight into the views of the

Company’s major shareholders – Promotes a culture of challenge and debate at Board and Committee meetings

Group Chief Executive

– Effective leadership of the Group, implementing strategy and objectives agreed by the Board – Management and development of the Group’s operations and business models – Works closely with the Group

Chief Financial

Officer to ensure prudent financial controls – Develops and implements policies integral to improving the business, including in relation to health and safety and sustainability

Senior Independent Director

– Available to investors and shareholders, where communications through the

Chairman or

Executive

Directors may not seem appropriate – A sounding board for the

Chairman and an intermediary for the other Directors when necessary – Chairs the Board in the absence of the Chairman – Holds informal discussions with the Non

Executive Directors

Non Executive Directors

– Provide effective and constructive challenge to the Board and scrutinize the performance of management – Review Group financial information and ensure effective systems of governance, risk management and internal controls are in place – Determine executive remuneration and succession planning

Employee Engagement Director

– Enhances communication channels between associates and the boardroom – Hosts meetings with associates throughout year – Provides updates to the Board following these meetings regarding the views and concerns of associates so that these can be discussed and considered