Corporate Governance
The Board is committed to maintaining the highest standards of corporate governance. The Corporate Governance section of the Annual Report describes how Go-Ahead achieves these standards and complies with the UK Corporate Governance Code 2010.
This section of the website sets out Go-Ahead's corporate governance arrangements and management structures including Terms of Reference for each of the Board Committees (Audit, Remuneration and Nomination Committees).
The Board
The Board comprises the Non-Executive Chairman (Sir Patrick Brown), four Non-Executive Directors (Andrew Allner, Nick Horler, Katherine Innes Ker and Rupert Pennant-Rea) and two Executive Directors (David Brown - Group Chief Executive and Keith Down - Group Finance Director). The Board considers Andrew Allner, Nick Horler and Katherine Innes Ker to be independent in accordance with the criteria for independence stated in the UK Corporate Governance Code. Having served on the Board for nine years, Rupert Pennant-Rea must now be considered as not independent, however he will continue to serve as a Non-Executive Director. The Chairman was considered independent on his appointment. Andrew Allner is also the Senior Independent Non-Executive Director. The Board meets at least every two months with the Company Secretary (Carolyn Sephton) in attendance. For biographies of each member of the Board, see our Board of Directors page.
Board Committees
The Board has established a number of Committees to deal with specific aspects of the Group's affairs.
Audit Committee
| Chairman: |
Andrew Allner (Senior Independent Non-Executive Director) |
| Members: |
Rupert Pennant-Rea (Non-Executive Director)
Katherine Innes Ker (Non-Executive Director)
Nick Horler (Non-Executive Director) |
| Committee Secretary: |
Carolyn Sephton (Group Company Secretary) |
| Attendance by invitation: |
Sir Patrick Brown (Company Chairman)
David Brown (Group Chief Executive)
Keith Down (Group Finance Director)
Internal Auditors representative(s)
External Auditors representative(s) |
Audit Committee Terms of Reference
Remuneration Committee
| Chairman: |
Rupert Pennant-Rea (Non-Executive Director) |
| Members: |
Andrew Allner (Senior Independent Non-Executive Director)
Katherine Innes Ker (Non-Executive Director)
Nick Horler (Non-Executive Director) |
| Committee Secretary: |
Carolyn Sephton (Group Company Secretary) |
| Attendance by invitation: |
Sir Patrick Brown (Company Chairman)
David Brown (Group Chief Executive) |
Members of the Remuneration Committee and any person attending its meetings do not participate in any discussion or decision on their own remuneration.
Remuneration Committee Terms of Reference
Nomination Committee
| Chairman: |
Sir Patrick Brown (Company Chairman) |
| Members: |
Rupert Pennant-Rea (Non-Executive Director)
Andrew Allner (Senior Independent Non-Executive Director)
Katherine Innes Ker (Non-Executive Director)
Nick Horler (Non-Executive Director)
David Brown (Group Chief Executive) |
| Committee Secretary: |
Carolyn Sephton (Group Company Secretary) |
Nomination Committee Terms of Reference
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