Governance
The Company is committed to appropriate standards of corporate governance
The Board is committed to robust governance, risk management and effective engagement with stakeholders ensuring compliance with the principles and provisions of the UK Corporate Governance Code 2024 (the ‘Code’). Strong governance is essential to sustaining our reputation and delivering long-term sustainable success. During FY26, we have evolved our governance framework in line with the Code, with particular focus on culture and the effectiveness of our material controls.
Governance
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 Performance Review 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.
OUR PURPOSE
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 2026
The Board is confident the Company is well positioned for the future and will continue to evolve our governance practices in line with regulatory expectations and the unique demands of the luxury retail sector. Culture, strategy execution and material controls will remain central pillars of our oversight as we continue to protect and enhance the reputation of our brand.
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.
Shareholders
Board
The Board of Directors is led 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 available on the corporate website thewosgroupplc.com.
Board committees
The Terms of Reference for each Committee are documented and approved by the Board. They are reviewed annually and where necessary updated. They are available on the corporate website thewosgroupplc.com.
The key responsibilities of each Committee are set out below.
Nomination committee
Ensures the membership and composition of the Board, including the combination of skills, experience and diversity, remains appropriate.
Regularly reviews the talent pipeline and succession planning of Executive Directors and Senior Management.
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.
Remuneration committee
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 and General Counsel and Senior Management. Reviews workforce remuneration, incentive plans and related policies.
ESG Committee
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.
Executive directors
The Executive Directors are the CEO and the CFO, who are responsible for the day-to-day operational running of the business.
Trading board
The CEO has delegated authority for the day-to-day management of the business to operational management comprising the CFO, the Company Secretary and General Counsel and members of Senior Leadership Team, in the US and the UK, who have responsibility for their respective functions.
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, client experience, people matters, strategy preparation and implementation, merchandising and specific areas of training, such as competition compliance.
US and UK Senior Leadership Teams
The Company has a UK Senior Leadership Team and a US Leadership Team made up of colleagues within their respective businesses.
The UK Senior Leadership Teams meets at least monthly.
The US Senior Leadership Team meets at least weekly.
Key steering groups, sub committees & working groups
Underneath the Leadership Teams, 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, data, AI and cyber; regulatory business, and health & safety. There are also a number of functional working groups which support the Steering Groups.
Board Composition
The Company is committed to having a Board comprising Directors from different backgrounds with diverse and relevant experience, perspectives, skills and knowledge.
director share interests
As at 3 May 2026, Executive and Non-executive Directors held 10,245,099 ordinary shares, representing 4.39% of the ordinary share capital.
director tenure
As at 3 May 2026, 40.0% of the Non-Executive Directors had served on the board for more than six years.
The charts below sets out these characteristics of the Board.
Balance of the Board as at 3 May 2026
Board Members by Gender as at 3 May 2026
Board Members by Ethnicity as at 3 May 2026
Director Tenure as at 3 May 2026
Annual Report 2026
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.
