Board leadership

The Board is collectively responsible for creating and delivering long term sustainable value for the business.

The Board determines the Group’s strategic direction and objectives, corporate plan and dividend policy whilst ensuring the implementation of our strategy is within our risk management and governance framework. The Board’s role is integral to setting and leading the Group’s culture, values and wider sustainability goals. It considers the interests of its key stakeholders in decision making and, in doing so, ensures that its directors comply with their duties under Section 172 of the Companies Act 2006.

Key responsibilities of the Board include:

  • Strategic direction, purpose and values
  • Decision making in accordance with Section 172
  • Risk management
  • Health and safety
  • Environmental, social and governance factors
  • Culture and reputation
  • Cyber security
  • Corporate plan and KPIs
  • Financial reporting and dividends
  • Stakeholder engagement
  • Contracts, bids and acquisitions
  • Board development and effectiveness
  • Non-executive director fees
  • Oversight of Group’s response to major crises and other significant challenges

To read more about the Board, including roles and specific responsibilities click here.

Further 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.

The Board delegates a number authority for specific matters to the Audit, Nomination and Remuneration Committees. Each Committee Chair reports to the Board on their respective Committee’s activities after each meeting, making recommendations to the Board as appropriate. The terms of reference of each of its Committees are available here.

Culture

The Board is responsible for shaping and monitoring culture of the Group to ensure it supports our purpose, values and strategy and is a key driver of performance. A number of key cultural indicators, examples of which can be found here, inform the Board’s assessment of culture across the Group.

Our devolved operating model, and senior leadership team in particular, play a critical role in bringing our values and culture to life. Our safety culture has been pivotal in underpinning our response to the COVID-19 pandemic and regular safety updates provided to the Board have been complemented by more comprehensive thematic updates to give the Board further assurance around the safety, health and wellbeing of colleagues.

With communication a key priority during our COVID-19 response, the Board have continued to review employee engagement strategies and the dedicated resources applied to ensure colleagues feel supported both at work and in their personal lives. 

Harry Holt is the non-executive director designated to review and support workforce engagement across the business, which further strengthens the Board's approach to engagement with colleagues and the wider workforce.
 

Board meetings

The Board agenda is set in collaboration between the Chair, Group Chief Executive and Group Company Secretary. The Board’s Forward Planner supports meeting agenda content over the year to ensure that time is balanced between the different elements of strategy and operational performance, as well as the Board’s wide-ranging governance and regulatory responsibilities. 

Ensuring there is sufficient time allocated to key strategic decisions is an important consideration for the Chair, to enable directors to discharge their duties fully and effectively.

A clearly defined schedule of matters reserved for the Board and the Group Company Secretary ensures all Board procedures are complied with. To allow directors to utilise their time and skills effectively at Board meetings, papers are circulated securely and electronically to all directors a week before each meeting. The Chair also speaks with all directors prior to meetings to ensure the Board discussion covers the right areas.

Members of the senior leadership team and advisors are invited to attend and present at meetings, providing the non-executive directors with a broader perspective and insight.

The Board holds nine scheduled meetings a year, at least one of which is dedicated entirely to discussing the Group’s strategy. Unscheduled meetings are held as required where topics warrant more time or decisions need to be made outside of the normal cycle of meetings

Each director is expected to attend all meetings of the Board and of those committees on which they serve and is required to devote sufficient time to the Group’s affairs allowing them to fulfil their duties effectively.

 

The Chair of the Board was independent upon appointment and all other non-executive directors are considered independent. The Group remain compliant with the UK Corporate Governance Code, which requires at least half of the Board, excluding the Chair to be independent.

In accordance with the UK Corporate Governance Code, all directors are required to submit themselves for election or re-election prior to an Annual General Meeting. The Board reviews at least annually that it is satisfied that each director is qualified for re-election by virtue of their skills and experience and that they collectively contribute to the long term sustainable success of the Group.

Section 430(2B) Companies Act 2006 Statement – Elodie Brian

Elodie Brian resigned as a director and Chief Financial Officer of The Go-Ahead Group plc on 27 September 2021. 

From the date of her resignation, Elodie will serve her six month notice period on garden leave, in accordance with her contract of employment.  During this period Elodie will be available to assist the Company with any matters arising, and will continue to receive her contractual salary and benefits.

Elodie will not be eligible for an annual bonus for 2021 and her unvested deferred share awards and long term incentive awards will lapse on her termination date.  Elodie will continue to be able to exercise her vested deferred bonus awards in respect of 2,439 shares whilst she remains in employment. 

The Company has agreed to make a contribution of £15,000 plus VAT towards Elodie's legal fees in connection with her departure.

Other than the amounts disclosed above, EB will not be eligible for any other remuneration payments or payments for loss of office.

The above information is provided in accordance with section 430(2B) of the Companies Act 2006.

Section 430(2B) Companies Act 2006 Statement – David Brown

As required by section 430(2B) of the Companies Act 2006, details of the remuneration payments due to be made to David Brown, following his retirement as a director and Group Chief Executive of The Go-Ahead Group plc on 31 December 2021, are set out below.

All payments and arrangements are in line with the Group’s current Remuneration Policy, which was approved by shareholders at the Group’s 2018 Annual General Meeting.

In line with the Policy, David will be eligible for an annual performance-related bonus in respect of the 2022 financial year. This will be subject to the achievement of targets and pro-rated for time in post. 50 per cent of any annual bonus earned will be paid in cash and 50 per cent will be paid in deferred shares, which will have a deferral period of three years.

Unvested LTIP awards will vest in line with the normal vesting timetable, subject to the achievement of performance conditions and time pro-ration. Unvested deferred shares will vest in full in accordance with the normal vesting timetable. Malus and clawback provisions will continue to apply to all share awards.

The current directors’ remuneration policy was approved by shareholders at the General Meeting (GM) of Shareholders held on 28 March 2022.

A full copy of the current policy can be found in the 2021 Directors’ Remuneration Report, available to download here.