Corporate Governance
The Go-Ahead Group plc Board is committed to maintaining the highest standards of corporate governance. The Combined Code of Corporate Governance states that good corporate governance should contribute to better company performance by helping a board discharge its duties in the best interests of the shareholders. The Corporate Governance section of the Annual Report describes how Go-Ahead achieves this, including statements of how the Company complies with the Combined Code of Coporate Governance.
Since the Annual Report 2009 was issued, and following the appointment of Rupert Pennant-Rea as Chairman of the Remuneration Committee and Katherine Innes Ker as Non-Executive Director and member of the Audit, Remuneration and Nomination Committees during the year, there are currently no longer any provisions of the Combined Code where Go-Ahead do not comply.
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), three independent Non-Executive Directors (Andrew Allner, Katherine Innes Ker and Rupert Pennant-Rea) and two Executive Directors (Keith Ludeman - Group Chief Executive and Nicholas Swift - Group Finance Director). The Board considers the Non-Executive Directors to be independent, in accordance with the criteria for independence stated in the Combined Code. Rupert Pennant-Rea is the Senior Independent 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 (Non-Executive Director) |
| Members: |
Rupert Pennant-Rea (Non-Executive Director & Senior
Independent Director) |
| Committee Secretary: | Carolyn Sephton (Group Company Secretary) |
| Attendance by invitation: | Sir Patrick Brown (Non-Executive Chairman of the Board) Keith Ludeman (Group Chief Executive) Nicholas Swift (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 & Senior Independent Director) |
| Members: |
Andrew Allner (Non-Executive Director) |
| Committee Secretary: | Carolyn Sephton (Group Company Secretary) |
| Attendance by invitation: | Sir Patrick Brown (Non-Executive Chairman of the Board) Keith Ludeman (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 (Non-Executive Chairman of the Board) |
| Members: |
Rupert Pennant-Rea (Non-Executive Director & Senior
Independent Director) |
| Committee Secretary: | Carolyn Sephton (Group Company Secretary) |
Nomination Committee Terms of Reference
Corporate Responsibility
Go-Ahead is committed to operating its businesses in a responsible manner. This commitment is at the heart of Go-Ahead and is embedded across all levels of our organisation.
The Board places a significant emphasis on improving energy efficiency across the Group. This has important environmental benefits and helps to reduce operating costs. Each year, the Group Executive Directors set internal targets to reduce site energy consumption and to improve energy efficiency.
All of our companies have Energy Project Leaders. Project Leaders are responsible for ensuring their company is doing everything it can to reduce its carbon footprint.
We work closely with the Carbon Trust, an independent company set up by Government in response to the threat of Climate Change, to help us identify areas in which we can further improve our performance.
The Group holds Energy Forums every two months where Energy Project Leaders report on their success and share best practice.
The Energy Forums are chaired by the Group Engineering Director (Phil Margrave) and Group Environment and Energy Manager (Chris Grinsted).
The performance of each operating company is then reported back to the Group Executive Directors.
Our commitment to high standards of corporate responsibility has been recognised externally. In 2008 we became the first UK public transport company to be officially certified with the Carbon Trust Standard after taking action on climate change.
The Carbon Trust Standard is the UK’s only independent certification recognising achievements in action on climate change by leading organisations in industry, commerce and the public sector. It is also the world’s first carbon award scheme that requires an organisation to measure, manage and reduce its carbon footprint and actually make real reductions year-on-year.
“We congratulate Go-Ahead in achieving the Carbon
Trust Standard and challenge other organisations to follow their
example and prove that they too are taking tangible steps to fight
climate change.”
Tom Delay,
CEO, Carbon Trust

