Go-Ahead is headed by a Board whose members are collectively responsible for creating and delivering long term sustainable value for the business.
The Board is accountable for balancing the interests of the Group, including our shareholders, colleagues, customers and the communities we serve.
The Board has ultimate responsibility for setting the Group’s strategic direction, leading and overseeing culture, delivering value through sustainability, understanding the risks the Group faces and ensuring the Group upholds the highest standards of corporate governance. Other responsibilities of the Board include:
The Board delegates a number of its responsibilities to its audit, nomination and remuneration committees. The terms of reference of each of its committees are available here.
Purpose, value and culture
Go-Ahead’s culture is defined through the 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 supports a healthy culture which, in turn, brings benefits to the Group, colleagues and other stakeholders.
Considerable progress has been made embedding a culture across the Group which supports the vision and strategy of the business. In addition to measuring and monitoring key cultural indicators, such as inclusion and diversity initiatives, colleague engagement, survey results, succession planning and talent pipelines, the rolling programme of visits to local operating companies allows the Board to get a real sense of the culture that exists at the heart of our business. These visits also provide an opportunity for the non-executive directors to engage in a way which models and reinforces the Group’s values and supports the message from executive management.
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 governance are on the agenda.
The Board holds nine scheduled formal face-to-face meetings a year, including a meeting dedicated to discussing the Group’s strategy. Unscheduled meetings are held as required where topics warrant more time or decisions need to be made outside the normal cycle of meetings.
Board meetings are structured to ensure that adequate time is available for discussion of all agenda items. The Chairman promotes strong relationships and facilitates constructive challenge and debate between executive and non-executive directors.
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.
In accordance with the UK Corporate Governance Code, all directors will be submitting themselves for re-election at the 2019 Annual General Meeting. The Board 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.
No changes have been made to our remuneration policy since its approval at the 2018 AGM. Following a detailed review, the committee considered that the policy remained largely fit for purpose, with many best practice features including additional holding periods on vested long term incentives, malus and clawback. Our approved policy, as it was set out in the 2019 Annual Report and Accounts, is available to download here.