The Company is committed to appropriate standards of corporate governance
The Board is fully committed to underpinning all of the Group’s activities with the highest standards of Corporate governance. All Directors and senior management are aware of their duties and responsibilities under the Corporate Governance Code 2018 (the “Code”), the Companies Act 2006, the Disclosure and Transparency Rules and the Listing Rules.
The Company believes that good governance provides the framework for stronger value creation and lower risk for shareholders. It is the Board’s responsibility to instil and maintain a culture of openness, integrity and transparency throughout the business, through our actions and conduct, policies and communications. We apply corporate governance guidelines in a way that is relevant and meaningful to our business and consistent with our culture and values. If we decide that the interests of the Company and its shareholders can be better served by doing things in a different way, we will explain the reasons why.
It is the Board's policy to conduct a Board Evaluation exercise on an annual basis. In line with the Corporate Governance Code the Board's policy is to conduct an externally facilitated review, at least once every three years.
As a Group we remain clear on our Purpose which is 'To WOW our clients while caring for our colleagues, our communities and our planet.' As a purpose-led business, our values are at the centre of everything we do.
- We Earn Trust & Confidence
- We Treat Everyone With Respect
- We Do The Right Thing Always
- We Care For Our Communities
- We Protect Our Planet
- We Advocate For Our Industry
Our purpose and values both influence and shape our culture and how we are perceived by our stakeholders. We believe we have created an inclusive culture which gives our colleagues every reason to join and develop long-term careers within our Group.
The Board is responsible for establishing the Company's purpose and values and ensuring a positive and supportive culture throughout the Group.
Focus beyond 2023
The Board continues to recognise the value of having strategic debate in the boardroom and regularly reviews the Group's performance and capital expenditure proposals against its long-term objectives.
The Board looks forward to continuing to support both the UK and US Foundations and serving the communities within which are business and colleagues are based.
Leadership board structure
The Board believes that it facilitates the operation of an open and straight forward culture without complex hierarchy and over-delegation of responsibilities. The structure of the Board and its governance framework is set out below.
The Board of Directors is headed up by the Chair.
The Board is collectively responsible for the long-term success of the Company and the Group. The business of the Group is managed by the Board who may exercise all the powers of the Company. The Board delegates certain matters to the Board Committees, and delegates the detailed implementation of matters approved by the Board and the day-to-day operational aspects of the business to the Executive Directors and other members of Senior Management. There is a schedule of matters specifically reserved for the Board which is reviewed and approved annually by the Board.
The Terms of Reference for each Committee are documented and agreed by the Board. They are annually reviewed and where necessary updated and are available on the corporate website thewosgroupplc.com.
Their key responsibilities are set out below.
Undertakes an annual review of Board appointments, the talent pipeline and succession planning. Ensuring that the membership and composition of the Board, including the combination of skills and diversity, remains appropriate.
Audit & Risk committee
Reviews and reports to the Board on the Group’s financial reporting, internal control and risk management systems and the independence and effectiveness of the External Auditor. Reviews and approves the responsibilities of the Internal Audit function and ensures the necessary resources and access to information are in place.
Determines the policy for remuneration, bonuses, long-term incentive arrangements, contract terms and other benefits in respect of the Executive Directors, the Chair, the Company Secretary & General Counsel and Senior Management. Reviews workforce remuneration and related policies.
Provides oversight on behalf of the Board in relation to the Group’s ESG Strategy and activities, oversees any ESG strategic goals, targets and Key Performance Indicators.
The Executive Directors are the CEO and the CFO who are responsible for the day-to-day operational running of the business.
The CEO has delegated authority for the day-to-day management of the business to operational management comprising other Executive Directors, the Company Secretary & General Counsel and senior leaders who have responsibility for their respective areas.
The Trading Board meets weekly and considers key business matters including weekly trading, capital expenditure and business reviews whilst also focusing on risk management of the business areas, Xenia development, people matters, strategy preparation and implementation, merchandising and specific areas of training, such as, competition compliance.
Key steering groups, sub committees & working groups
Underneath the Trading Board, there are a number of key steering groups made up of Senior Management and other colleagues, who are tasked with delivering key projects or ensuring compliance and the monitoring of risks within important business areas including; ESG; Cyber; Data; Europe; Xenia; and Health & Safety. There are also a number of functional working groups which support the Steering Groups.
The Company is committed to having a Board comprising Directors from different backgrounds with diverse and relevant experience, perspectives, skills and knowledge. The charts below sets out these characteristics of the Board.
Balance of the Board
Board Members by Gender
Board Members by Ethnicity
Annual Report 2023
Our Corporate Governance Report explains the key feature of the Group’s governance structure and how the Group measure itself against the standards set out in the Code, the accepted standard of good governance in the UK.