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Corporate Governance

Committed to the highest standards

As a company, we remain committed to maintaining the highest standards of corporate governance. We strongly believe that good governance is at the heart of, and is fundamental to, the effective management of the business, its long term sustainability and continued success.

The Board leads the Group’s governance framework; it is responsible for setting the strategic targets for the Group, monitoring progress made, approving proposed actions and ensuring that the appropriate internal controls are in place and that they are operating effectively.

The Board is assisted by four principal committees (Audit, Corporate Responsibility, Nomination and Remuneration), each of which is responsible for reviewing and dealing with matters within its own terms of reference. The Company also has a number of executive management committees (Disclosure, General Business, Executive and Treasury). These have been established in order to consider various issues and matters for recommendation to the Board and its principal committees or to deal with day to day matters within the authority granted by the Board.

To find out more, click on the appropriate icon in the chart below:

BOARD COMMITTEES

Leadership - Compass Group Board

Meet the Board

We have a strong, effective and experienced Board who are well qualified to further advance the interests of all of our stakeholders.

To learn more about the Board’s activities, during the last financial year, go to pages 74-91 of the 2020 Annual Report.

Click here to view Regulatory Statements issued by the Company.

Leadership – Chairman of the Board

Promoting Success

We believe that strong leadership combined with a robust governance framework is vital to positive performance and to the continued success of the Company.

Ian Meakins
Chairman

Leadership – Group CEO

An experienced and effective leader

Compass is a world class business. I am proud to be its CEO and I’m humbled by the commitment and dedication of all of our people.

Dominic Blakemore
Group Chief Executive Officer

Leadership - SID

Support, guidance and engagement

The SID provides an important service to the Board and its Committees acting as a sounding board for the Chairman, providing the Chairman with support in the delivery of his objectives, and serving as an intermediary for the other directors and shareholders. The SID also leads the annual evaluation of the Chairman in consultation with the other directors and works closely with the relevant Committees to ensure an orderly succession of the Chairman. The role of SID is also valued by shareholders; when necessary, the SID meets with a range of major shareholders in order to develop a balanced understanding of their views and, if appropriate, acts as an alternative point of contact.

Leadership – Designated NED

Commitment to our people

It is important for the Compass workforce to have a voice. The role of the Designated Ned for workforce engagement provides an effective engagement mechanism for the Board to understand the views of the workforce by bringing their views and experiences into the boardroom, and to enable the Board to consider those views in its discussions and decision making.

Leadership – Group General Counsel and Company Secretary

Committed to the highest standards

We have a history and culture founded on the principle that sound governance makes good business sense.

Audit Committee

Effective controls and rigorous oversight

The Board recognises that a prudent and robust approach to risk mitigation must be carefully balanced with a degree of flexibility so that the entrepreneurial spirit which has greatly contributed to the success of your Company is not inhibited.

Anne-Francoise Nesmes
Chairman of the Audit Committee

The Audit Committee’s key objectives are the provision of effective governance over the appropriateness of the Group’s financial reporting.

The Audit Committee comprises Anne-Francoise Nesmes, Chairman, and all of the non-executive directors in office, except John Bason. Members of the Audit Committee are appointed by the Board following recommendations by the Nomination Committee and the Audit Committee’s membership is reviewed by the Nomination Committee and as part of the annual Board performance evaluation.

To learn more about the Audit Committee and its activities during the last financial year, go to pages 92-103 of our 2020 Annual Report.

Corporate Responsibility Committee

Building on our commitments

Being a responsible partner matters to us. We have made good progress in our efforts to create a more sustainable business, by responding proactively to opportunities that arise and through pragmatic investment. I would like to thank my colleagues for their hard work and enthusiasm on the journey so far.

Nelson Silva
Chairman of the Corporate Responsibility Committee

The CR Committee’s primary responsibilities include oversight of health, safety and environmental practices, ethical business conduct, the promotion of employee engagement and diversity as well as community investment.

The CR Committee comprises Nelson Silva (Chairman), Ian Meakins, Dominic Blakemore, Karen Witts, and all of the non-executive directors in office.

As a Group, we take a holistic approach to corporate responsibility, carefully considering the impact the Company’s activities have on the communities and environments in which we operate and from which we draw our largest resource, our people, and source our ingredients and products.

To learn more about the CR Committee and its activities during the last financial year, go to pages 104-109 of the 2020 Annual Report.

Modern Slavery Act 2015 Transparency Statement

Please click on the link below to read or download a copy of Compass' transparency statement regarding the Modern Slavery Act 2015.

Corporate Responsibility

The Group’s strategy and approach to corporate responsibility are well aligned as we improve the business model to reflect more sustainable practices. To find out more, visit the ESG and Sustainability section.

Nomination Committee

Building diversity of skills and experience

People remain our most valuable asset and we are committed to creating an inclusive culture which enables all of our people to thrive, and to leverage diversity and inclusion to ensure we have a balanced pipeline of talent for the future.

Ian Meakins
Chairman of the Nomination Committee

The Nomination Committee’s key objective is to review and monitor the Board’s composition and to ensure that there is a balance of skills, knowledge, experience and diversity on the Board to maintain a high degree of effectiveness in discharging its responsibilities.

The Nomination Committee comprises Ian Meakins, Chairman; and all of the non-executive directors in office.

To learn more about the Nomination Committee and its activities during the last financial year, go to pages 110-121 of the 2020 Annual Report.

Remuneration Committee

Reward to support corporate success

We believe our consistent approach to remuneration, clearly linked to the KPIs by which we measure the delivery of our business strategy, is clearly understood and supports our culture.  The continued focus of the Committee will be to ensure that our remuneration structures are effective, to enable us to continue to motivate, engage and retain talented colleagues who are critical to the success of the Company.

Carol Arrowsmith
Chairman of the Remuneration Committee

The Board sets the Company’s Remuneration Policy and the Remuneration Committee is responsible, within the authority delegated by the Board, for determining specific remuneration packages and the terms and conditions of employment for the members of the Executive Committee, which comprises the executive directors and other senior executives taking into account arrangements for the wider workforce.

The Committee comprises Carol Arrowsmith, Chairman, and all of the other non-executive directors in office, except John Bason.

Our 'at a glance' remuneration table can be found on page 126 of the 2020 Annual Report.

To learn more about the Remuneration Committee and its activities during the last financial year and to see the full Remuneration Report, go to pages 122-153 of the 2020 Annual Report.

Executive Committee

The Executive Committee is responsible for the day to day operational management and the implementation of strategy, led by the Group CEO.

The Executive Committee is the key management committee for the Group and currently comprises the executive directors of the Company, the Group General Counsel & Company Secretary, the Regional Managing Directors for Latin America, Europe & Middle East and Asia Pacific, the Managing Director for UK & Ireland, the Group Chief People Officer and the Group Commercial Director.

Disclosure Committee

The Disclosure Committee comprises the Group CFO, Group General Counsel and Company Secretary, Group Corporate Finance Director, Group Director of Risk and Internal Audit and Group Investor Relations & Corporate Affairs Director.

The Committee meets as and when required. A quorum for a meeting is two, one of which must be either the Group CFO or Group General Counsel and Company Secretary. Only members of the Committee have the right to attend meetings, although other individuals may be invited to attend as and when appropriate.

General Business Committee

The General Business Committee comprises all of the executive directors and meets as required. A quorum for a meeting is two. Only members of the Committee have the right to attend meetings, although other individuals may be invited to attend as and when appropriate.

Treasury Committee

The Treasury Committee comprises the Group CFO, Group Corporate Finance Director, Group Treasurer, Deputy Group General Counsel, Deputy Group Treasurer and Deputy Group Treasurer, International. The Committee meets at least quarterly. A quorum for a meeting is two, one of which must either be the Group CFO or Group Treasurer. Only members of the Committee have the right to attend meetings, although other individuals may be invited to attend as and when appropriate.

Terms of Reference