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.
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The Board comprises the Chairman, executive directors and non-executive directors, and is responsible for the performance and long term success of the Company, including health and safety, leadership, strategy, values, standards, controls and risk management.
The Chairman leads the Board and is responsible for its overall effectiveness and for ensuring there is an effective decision making process, promoting a culture of openness and debate.
The Group CEO is responsible for day to day operational management decisions and for leading the implementation of the Group’s strategy. The Group CEO acts as a direct liaison between the Board and management.
The role of SID is to provide a sounding board for the Chairman and to serve as an intermediary for other directors and shareholders where necessary.
The role of the Designated NED for workforce engagement is to ensure that the views and concerns of employees are brought to the attention of the Board.
The Group General Counsel and Company Secretary supports the Board, ensures timely information flow to the Board and its committees and between senior management and the non-executive directors and advises the Board, through the Chairman, on governance matters.
Responsible for the Group’s financial reporting and the effectiveness of the internal and external audit functions.
Advises the Board on broad CR policy taking into account the overall strategic plan and other factors.
Ensures the Board has the necessary balance of skills, experience and diversity to oversee the delivery of strategy.
Determines the reward strategy for executive directors and senior management in the context of the wider workforce to ensure reward is aligned to shareholders’ interests.
Responsible for day to day operational management and the implementation of strategy, led by the Group CEO.
Oversees the disclosure of market sensitive information and other public announcements (as necessary).
Conducts the Company’s business within clearly defined limits delegated by the Board and subject to the matters reserved for the Board.
Provides oversight of treasury activities in implementing the treasury policies approved by 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 70-72 of the 2023 Annual Report.
Schedule of Matters Reserved for the Board
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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
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
The SID provides an important service to the Board and its Committees acting as a sounding board for the Chair of the Board (Chair), providing them with support in the delivery of their objectives, and serving as an intermediary for the other directors and shareholders. The SID also leads the annual evaluation of the Chair in consultation with the other directors and works closely with the relevant Committees to ensure an orderly succession of the Chair. 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.
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.
We have a history and culture founded on the principle that sound governance makes good business sense.
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. 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 82-88 of our 2023 Annual Report.
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, Palmer Brown, Petros Parras 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 89-92 of the 2023 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 ESG and Sustainability section.
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
Chair 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, Chair; 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 93-96 of the 2023 Annual Report.
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.
John Bryant
Chair 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 John Bryant, Chairman, and all of the other non-executive directors in office.
Our remuneration 'at a glance' can be found on pages 149-151 of the 2021 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 97-126 of the 2023 Annual Report.
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 & the Middle East and Asia Pacific, the Chief Executive Officer for Compass Group UK & Ireland, the Group Chief People Officer and the Group Chief Commercial Officer.
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.
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.
The Treasury Management 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.
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