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Corporate Governance

The Board is committed to ensuring that high standards of corporate ethics and behaviour are instilled throughout our businesses. We believe that good governance is integral to the way our business is run. The Corporate Governance section of the Annual Report describes how Go-Ahead achieves these standards and complies with the UK Corporate Governance Code 2010 (the “Code”).

The Board

The Board comprises the Non-Executive Chairman (Andrew Allner), four Non-Executive Directors (Katherine Innes Ker, Rupert Pennant-Rea, Nick Horler and Adrian Ewer) and two Executive Directors (David Brown –Group Chief Executive and Keith Down - Group Finance Director). The Board considers Katherine Innes Ker, Nick Horler and Adrian Ewer 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 and a member of the Remuneration, Audit and Nomination Committees. The Chairman was considered to be independent on his appointment. Katherine Innes Ker is also the Senior Independent Non-Executive Director. The Board meets at least every two months with the Company Secretary (Carolyn Ferguson) in attendance. For biographies of each member of the Board, see our Board of Directors.

Each year the Board reviews the formal Schedule of Matters reserved for its decision

Leadership of the Board

The offices of the Chairman and Group Chief Executive are held separately, with a clear division of responsibility and the Board has adopted a written Statement of Division of Responsibilities between the Chairman and the Group Chief Executive. While the Chairman provides leadership of the Board, ensuring its effectiveness by promoting challenge and debate and managing a regular evaluation process, the Group Chief Executive is responsible for the performance, management and supervision of the Group in accordance with the strategies and values set by the Board. The Chairman and Group Chief Executive have an effective and co-operative working relationship. They are supported by the Senior Independent Director who provides a sounding board to the Chairman and is an alternative point of contact for Directors and shareholders, where contact with the Chairman or Group Chief Executive is inappropriate.

Roles & Responsibilities

Chairman:

• leadership of the Board, ensuring its effectiveness in all aspects of its role and setting its agenda, taking into account the issues relevant to the Group and the concerns of all Board members;
• ensuring adequate time is allowed for the discussion of all agenda items, in particular strategic issues;
• ensuring a regular evaluation of the performance of the Board, its Committees and individual Directors;
• taking the lead in identifying and meeting the development needs of individual Directors and the Board as a whole, with a view to enhancing overall effectiveness;
• encouraging active engagement by all members of the Board and constructive relations between the Executive and Non-Executive Directors;
• ensuring effective communication with shareholders and that the Board develops an understanding of the views of major investors; and
• ensuring, with the Group Chief Executive and Group Company Secretary, that new Directors receive a comprehensive induction programme to ensure their early contribution to the Board.

Group Chief Executive:

• responsible for performance, management and supervision of the Group in accordance with the strategy, policies, budgets and business plans approved by the Board;
• ensuring effective communication with shareholders and investors;
• responsible for the day-to-day leadership of the executive and senior management teams; and
• ensuring that the Chairman is kept updated in a timely manner of issues, events and developments.

Group Finance Director

• maintaining strong financial management underpinned by effective financial controls;
• developing the Group’s policies and strategy on tax, treasury, financing, insurance and pensions;
• ensuring a commercial and financial focus on potential acquisitions, business case appraisal and financial planning;
• ensuring the appropriateness of risk management and internal controls processes and systems;
• supporting and advising the senior management team in their operational roles; and
• ensuring effective communication with shareholders and investors.

Senior Independent Director

• providing an important point of contact for shareholders in the event that they have concerns which have not been resolved through the normal channels of Group Chief Executive, Group Finance Director or Chairman or for which such contact is inappropriate;
• helping to develop a balanced understanding on the Board of the issues and concerns of major shareholders;
• providing a sounding board for the Chairman and serving as an intermediary for the other Directors as necessary; and
• leading a meeting of the Non-Executive Directors at least once a year, without the Chairman present, where the Chairman’s performance is evaluated.

Non-Executive Directors

• ensuring constructive challenge;
• helping develop proposals on strategy;
• scrutinising the performance of management in meeting agreed goals and objectives and monitoring the reporting of performance;
• ensuring the integrity of financial information;
• ensuring financial controls and systems of risk management are robust and defensible;
• determining appropriate levels of remuneration for the Executive Directors; and
• contributing a prime role in appointing and, where necessary, removing Executive Directors, including succession planning.

Group Company Secretary

• Secretary to the Board and its Committees;
• management of the Group’s non-rail pension arrangements;
• ensuring efficient information flows within the Board and its Committees and between senior management and Non-Executive Directors;
• facilitating induction of new Directors;
• assisting with any training and development needs as required;
• ensuring Board procedures are complied with; and
• regularly updating Board on corporate governance matters, legislative changes and regulatory regimes affecting the Group.

Board Committees

The Board has established the Audit, Remuneration and Nomination Committees to deal with specific aspects of the Group’s affairs.

The responsibilities of each Committee are determined by its Terms of Reference, which are reviewed and updated, if appropriate, annually.

No person other than the Committee Chairman and its members is entitled to be present at a meeting of these Committees. Others may attend upon invitation only.

More details of each Committee, including their activities during the year, can be found in the Corporate Governance section of the Annual Report.

Audit Committee

Chairman:	Adrian Ewer (Independent Non-Executive Director)*
Members:	Katherine Innes Ker (Senior Independent Non-Executive Director) Rupert Pennant-Rea (Non-Executive Director) Nick Horler (Independent Non-Executive Director)
Committee Secretary:	Carolyn Ferguson (Group Company Secretary)
Attendance by invitation:	Andrew Allner (Company Chairman) David Brown (Group Chief Executive) Keith Down (Group Finance Director) Internal Auditor’s representative(s) External Auditor’s representative(s)

* A Chartered Accountant with recent and relevant financial experience as recommended by the Code.

Audit Committee Terms of Reference

Remuneration Committee

Chairman:	Katherine Innes Ker (Senior Independent Non-Executive Director)
Members:	Rupert Pennant-Rea (Non-Executive Director) Nick Horler (Independent Non-Executive Director) Adrian Ewer (Independent Non-Executive Director)
Committee Secretary:	Carolyn Ferguson (Group Company Secretary)
Attendance by invitation:	Andrew Allner (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:	Andrew Allner (Company Chairman)
Members:	Katherine Innes Ker (Senior Independent Non-Executive Director) Nick Horler (Independent Non-Executive Director) Adrian Ewer (Independent Non-Executive Director) David Brown (Group Chief Executive)
Committee Secretary:	Carolyn Ferguson (Group Company Secretary)
Attendance by invitation:	Rupert Pennant-Rea (Non-Executive Director)

Nomination Committee Terms of Reference