Summary of Corporate Governance
We are committed to the highest standards of corporate governance and comply with the principles set out in the Financial Reporting Council’s combined code on corporate governance. The sole exception to our compliance is that two non-executive directors are not independent, being the Chairman and Chief Financial Officer of Arcandor AG, our largest shareholder.
The Board
The Board is ultimately responsible for ensuring that the Group discharges its corporate governance responsibilities effectively.
While regarding the interests of shareholders as paramount, the Board recognises its wider corporate governance responsibilities to the Group’s customers, employees and other stakeholders. The Board consists of the non-executive Chairman and seven other non-executive directors, together with the Chief Executive Officer and Group Finance Director.
The Board has at least eight scheduled meetings a year – and also meets as required to deal with urgent business.
Board committees
To provide additional focus and guidance on issues of particular concern, the board has appointed four committees:
- Audit and Risk Management Committee
- Nominations Committee, responsible for succession planning and appointing members of the Board
- Management Development and Remuneration Committee
- Health, Safety and Environmental Committee
All these committees consist of non-executive directors. The Health, Safety and Environmental Committee also includes the Chief Executive – an indication of the importance we attach to these issues in both our policies and our day to day operations.
Health, Safety and Environmental Committee
This crucial Board committee reviews and supervises our management of health, safety and environmental risks and their impact on the business. It reviews and oversees development and implementation of our Group Health, Safety and Environmental Policy, and our compliance with legislation and regulation relating to health, safety and the environment in all our areas of operation, including customer and employee safety. It meets at least four times a year.
It is chaired by non-executive director Roger Burnell – whose experience of the business dates back to 2003, when he joined the MyTravel Board as a non-executive director. He had previously spent 25 years with Thomson Travel Group, rising to Acting CEO in 1999. The other members of the committee are David Allvey, Michael Beckett, Manny Fontenla-Novoa and Hemjo Klein.
CSR is fundamentally important to the business
“The fact that we have a Board committee devoted to health, safety and the environment tells you how important we think these issues are. Oversight of our policies and performance isn’t buried in the organisation somewhere – it takes place right at the top.
The Group has been doing some excellent work with customers, employees and suppliers. What we want to do now is formalise our policies and practices, to give them greater focus and clarity.
One indication of our seriousness about our CSR performance is the way we’ve structured the Chief Executive’s personal incentives. A quarter of his potential bonus depends on the Group’s performance against six non-financial measures – and four of those are related to CSR. We couldn’t emphasise more plainly that we’re focused on action, not just words!”
Roger Burnell, Chairman of Health, Safety and Environmental Committee