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 and Executive). 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:
We believe that strong leadership combined with a robust governance framework is vital to positive performance and to the continued success of the Company.
To learn more about the Board’s activities, during the last financial year, go to pages 34-44 of
Click here to view the Section 430(2B) Companies Act 2006 Statements issued by the Company.
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.
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 John Bason, Chairman, and all of the non-executive directors in office. 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 82-89 of our 2019 Annual Report.
The Disclosure Committee oversees the disclosure of market sensitive information and other public announcements (as necessary) in accordance with relevant laws and regulations.
Meetings are held as required. The Disclosure Committee comprises Alison Yapp, Group General Counsel and Company Secretary; the Group Financial Controller; the Director of Group Internal Audit; the Group Director of Strategy and M&A; and the Investor Relations and Corporate Affairs Director.
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.
Chairman of the Corporate Responsibility Committee
The CR Committee’s primary responsibilities include 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, Paul Walsh, 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 90-93 of the 2019 Annual Report.
Please click on the link below to read or download a copy of Compass' transparency statement regarding the Modern Slavery Act 2015.
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 acting responsibly section.
The Executive Committee is the key management committee for the Group and currently comprises the executive directors of the Company, the Group Chief Financial Officer, the Group General Counsel & Company Secretary, the Regional Managing Directors for Latin America, Continental Europe and Asia Pacific, the Managing Director for UK & Ireland, the Director of International Clients and Market Development, the Group Chief People Officer, the Interim Investor Relations and Corporate Affairs Director, the Group Director of Strategy and M&A and the Group Safety & Sustainability Director.
The Board has delegated day to day operational decisions to the Executive Committee which is the key management committee for the Group. The Executive Committee meets regularly, and develops the Group’s strategy, and reviews capital expenditure and investment budgets. The Executive Committee is responsible for implementing Group policy, monitoring health and safety, financial, operational and quality of service performance, purchasing and supply chain issues, succession planning and governance matters.
We operate in dynamic markets and the Board and its committees must adapt and evolve to ensure that they make an effective contribution.
Chairman of the Nomination Committee
The Nomination Committee’s key objective is to review and monitor the Board’s composition and to ensure that the Board comprises individuals with the right blend of skills, knowledge and experience to maintain a high degree of effectiveness in discharging its responsibilities.
The Nomination Committee comprises Paul Walsh, 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 94-97 of the 2019 Annual Report.
The General Business Committee comprises all of the executive directors and meets as required to conduct the Company’s business within clearly defined limits delegated by the Board and subject to those matters reserved to the Board.
We believe our consistent approach to remuneration, clearly linked to the KPIs by which we measure the delivery of our business strategy, is fundamental to the superior returns to shareholders which Compass has delivered over time.
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 Board, which comprises the executive directors and other senior executives.
The Committee comprises Carol Arrowsmith, Chairman, and all of the other non-executive directors in office.
Our 'at a glance' remuneration table can be found on page 100 of the 2019 Annual Report.
To learn more about the Remuneration Committee and its activities during the last financial year and to see the full 2018-2019 Remuneration Report, go to pages 98-121 of the 2019 Annual Report.