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Corporate Governance

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On these pages you will find information about the company's Corporate Governance policies and procedures.

The Board

The board is responsible to shareholders for the overall direction and control of the company and specifically reserves certain matters for its consideration (such as approval of the company's financial statements, major capital expenditure and major acquisitions and disposals) in the standing board procedures and practices, which are reviewed annually. The chief executive has delegated authority from the board to manage the company, subject to the strategic direction of the board. He is also responsible for the achievement of the objectives set by the board and for preparing an overall strategy to enable the company to achieve such objectives.

Composition of the board

  • Sir Ian Cheshire, Chairman
  • Sergio Bucher, Chief Executive
  • Matt Smith, Chief Financial Officer
  • Suzanne Harlow, Group Trading Director
  • Terry Duddy, Senior Independent Director
  • Martina King, non-executive director
  • Mark Rolfe, non-executive director
  • Peter Fitzgerald, non-executive director
  • Stephen Ingham, non-executive director
  • Lisa Myers, non-executive director
  • Nicky Kinnaird, non-executive director

Senior independent non-executive director

The senior independent non-executive director is Terry Duddy.

Independent non-executive directors

The board regards all of the non-executive directors to be independent non-executive directors.

Board Meetings

In order for the board to have a clear line of sight into the performance of the business, presentations from the executive directors and reports from the other members of the Executive Committee are considered at each meeting. In addition, ad hoc presentations are received as required from the trading divisions and other business areas including investor relations, treasury, taxation, health and safety and human resources. The board is provided with regular updates on governance and on the key Group risks ensuring that the risk management framework and profile supports the business strategy. A separate strategy meeting is held each year. The board also considers and approves, where appropriate, major Company decisions, as set out in the formal schedule of matters reserved to it, such as approval of the operating plan and any material changes, approval of the annual and interim reports of the Company and all preliminary announcements of results, approval of the dividend policy, determination of the interim dividend and the recommendation (subject to the approval of shareholders in general meeting) of the final dividend and approval of any new stores. Operational decisions are delegated to the Executive Committee.

Board Committees

The principal board committees are:

In addition, there is a sustainability committee.

Performance Evaluation

The board undertakes formal evaluation of its own performance and that of its committees and individual directors. The directors complete appraisals on matters relevant to the board, committee and director performance. A report is presented to and reviewed by the board.

Relations With Shareholders

The board is responsible for ensuring that the Company maintains a satisfactory dialogue with shareholders. The Chairman and the Senior Independent Director are always available to major shareholders. Formal trading updates are given to the market on six occasions during the year. Following each of these announcements, conference calls are held with shareholders and analysts and after the full year and interim results a presentation is made to the shareholders and analysts. Analysts or brokers' briefings are circulated to the board. A programme of meetings and conference calls is also organised at appropriate times during the year at which the Chief Executive and Chief Financial Officer comment on Company performance and respond to any issues raised by investors. In addition Debenhams arranges visits to its stores for analysts and shareholders.

Audit Committee

Mark Rolfe chairs the Audit Committee. Its other members are Terry Duddy, Martina King Peter Fitzgerald and Lisa Myers. All members of the Committee have business and financial expertise. The Chairman is a chartered accountant with recent and relevant financial experience.

Audit Committee meetings are also attended by the Chief Financial Officer, the Company Secretary, the Director of Internal Audit & Risk Management, and the external auditors, PricewaterhouseCoopers LLP. The Committee also meets without the presence of management with both the external and internal auditors.

After each meeting the chairman reports to the board on the matters discussed and raises with the appropriate executive director any issue of concern. The minutes of the meetings are circulated to all directors.

Terms of reference of the Audit Committee of the Board of Directors Download a PDF version of the Terms of reference of the Audit Committee, 39.9 KB, Opens in a new window (119 KB)

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Remuneration Committee

The Remuneration Committee is chaired by Martina King and its other members are Terry Duddy, Mark Rolfe and Stephen Ingham. All the members of the Committee are independent non-executive directors and have no personal financial interest, other than as shareholders, in the matters to be decided. The Company Secretary is secretary to the Committee.

The Committee's duties include determining all elements of the remuneration of the executive directors and the Company Secretary, considering succession planning for senior management, reviewing the remuneration policy and overseeing the operation of the Company's share schemes.

The Committee has appointed Deloitte LLP to provide it with independent advice on directors' remuneration and share plans. Deloitte LLP also provides industry and comparative employee remuneration data to Debenhams' management. The Committee also consults with the Company's Chairman, Chief Executive, Chief Financial Officer and Human Resources Director but not on matters relating to their own compensation or contracts.

The Remuneration Committee considers data from Deloitte LLP about total remuneration in other comparable companies and the elements of that total remuneration, in order to inform its consideration of the remuneration of Company executives.

Terms of reference of the Remuneration Committee of the Board of Directors Download a PDF version of the Terms of reference of the Remuneration Committee, 93.6 KB, Opens in a new window (93.6 KB)

Remuneration Policy

We attach a link to the Debenhams’ directors’ remuneration policy which was approved by shareholders at the Annual General Meeting held on 9 December 2014.

Remuneration Policy Remuneration Report (321 KB)

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Nomination Committee

Sir Ian Cheshire chairs the Nomination Committee. The other members are Terry Duddy, Martina King and Mark Rolfe. Its main obligation is to lead the process for board appointments and make recommendations to the board. As part of this role the Committee considers on a regular basis the balance of skills, knowledge and experience on the board.

The Committee is satisfied that it has the appropriate balance on the board; their skills and experience are broad and diverse, encompassing substantial retail expertise amongst the Chairman and executive team, and diverse skills in running other successful companies amongst the non-executive directors.

Terms of reference of the Nomination Committee of the Board of Directors Download a PDF version of the Terms of reference of the Nomination Committee, 20.34 KB, Opens in a new window (28 KB)