Go-Ahead is headed by a Board whose members are collectively responsible for creating and delivering long term sustainable value for the business. A key responsibility of the Board is to balance the interests of the Group, including our shareholders and stakeholders, colleagues and the communities and societies we serve. Principally we achieve this through:
- Developing the Group’s strategy, and monitoring its implementation and Group performance
- Leading and overseeing culture, and providing support to the executive directors in the discharge of their duties
- Overseeing health and safety performance, standards and continuous improvements
- Taking responsibility for the Board’s own succession and oversight of effective senior management succession
- Ensuring the business meets all of its regulatory obligations and upholds the highest standard of corporate governance
- Assessing the financial, operational and reputational risks facing the Group and ensuring appropriate measures are in place to mitigate and control these risks
- Ensuring the decisions and actions we take are properly informed and are effectively communicated
- Understanding the Group’s place in society to be representative of all stakeholders
Details of the Board’s responsibilities, and the matters which are reserved for the decision of the Board, are set out in the schedule of matters reserved for the Board.
Leading by example and setting the correct tone from the top
Go-Ahead’s culture is defined through our Group vision ‘A world where every journey is taken care of’ and in combination with our beliefs and attitudes, this sets out the behaviours that are expected of all colleagues. The Board recognises that strong governance also underpins a healthy culture and it is important that the Board leads by example and ensures that good standards of behaviour permeate throughout all levels of the organisation.
Our leaders and managers have a critical role in setting the tone of our organisation and advocating the behaviours we expect to see. We have made strides of progress in embedding and integrating our vision, beliefs and attitudes across the Group. The Board discusses culture at every Board meeting, with updates from the Group Chief Executive on the progress being made across our operating companies which enables the Board to provide oversight. There are many examples of successful cultural change across the Group. From an operational perspective, policies and procedures, Key Performance Indicators (KPIs) and contracts are being re-drafted to align the business with our vision, beliefs and attitudes. Our ‘Going Forward Together’ programme, which was launched last year, is delivering the changes needed to inspire our operating companies to future proof our business and provide an excellent service for customers.
Chairman and non-executive director site visits throughout the year have played a crucial part in understanding how the culture change is being embedded and cascaded throughout the organisation and will continue to be viewed as being of the upmost importance.
Setting the Board agenda is a collaborative effort between the Chairman, Group Chief Executive and Group Company Secretary, which ensures that matters relating to both the Group’s operations and its governance are on the agenda. The wider Board agrees an annual programme of matters to be discussed during the year. Matters of ‘any other business’ can be requested by the directors and added to the agenda at any time.
Board meetings are structured to enable sufficient time for debate. The small size of the Board provides an excellent opportunity for everyone to contribute, with all directors receptive to alternative points of view. The Board holds nine scheduled formal face-to-face meetings a year, in addition to ad-hoc unscheduled meetings to deal with matters as they arise.
Board balance and independence
The chairman of the Board was independent upon appointment and all other non-executive directors are considered independent, in compliance with the UK Corporate Governance Code, which requires at least half of the Board, excluding the chairman, to be independent.
Election and re-election of directors
In accordance with the Board’s succession plan, Nick Horler will retire from the Board at the 2017 Annual General Meeting and will therefore not be standing for re-election. All other directors will be submitting themselves for re-election/election at the 2017 Annual General Meeting in accordance with the UK Corporate Governance Code. Harry Holt and Leanne Wood will offer themselves for election for the first time following their appointment to the Board on 23 October 2017. The Board is satisfied that each director is qualified for re-election by virtue of their skills, experience and contribution to the Board.
The key principles underpinning the remuneration policy approved at the 2015 AGM are as follows; and these will be reviewed again as part of the review of wider executive remuneration policy in 2018:
- Prioritising long term shareholder value – a large proportion of the executive directors’ remuneration is payable in shares. Half of the total annual performance-related bonus is awarded as deferred shares, to be held for a period of three years and subject to recovery and withholding provisions. Awards under the Lond Term Incentive Plan (LTIP) are also made in shares, further aligning the interests of our executive directors with those of our shareholders. Awards granted under the LTIP are subject to an additional two year holding period following the vesting of awards.
- Balance – we assess performance through a balanced range of measures to ensure we cover all aspects of our executive directors’ performance.
- Pay for performance – there is a clear link between the performance of the Group and payments made to the executive directors and senior managers. Performance related elements of remuneration are relevant, transparent, stretching and rigorously applied. Care is taken to avoid paying more than necessary and due regard is given to pay and employment conditions elsewhere in the Group.
- Risk – remuneration incentives are designed to be aligned with the Group’s risk policies and systems.
- Culture – incentives are structured to support Go-Ahead’s vision and culture by focusing on both individual director and collective Board accountability. With alignment to our strategic objectives, we target long term sustainable performance, with fair recruitment and