Group structure

Home Retail Group is managed by an experienced team of executive and non-executive directors and each of the Operating Companies has its own executive board. 

The Board consists of the chairman, Oliver Stocken; chief executive, Terry Duddy; finance director, Richard Ashton; and four non-executive directors: John Coombe (the senior non-executive director), Mike Darcey, Ian Durant and Cath Keers.

Full details of our Board members can be found in our management page.

 

Board structure

The UK Corporate Governance Code currently recommends that at least half of the Board of Directors of a listed company, excluding the chairman, should comprise non-executive directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director's judgement. On appointment, the chairman should meet the criteria for independence set out in the UK Corporate Governance Code, although thereafter the chairman should not be considered as independent when assessing the balance of the board. The Board consists of the chairman, four independent non-executive directors and two executive directors.

The chairman's role is to ensure good corporate governance. His responsibilities include leading the Board, ensuring the effectiveness of the Board in all aspects of its role, ensuring effective communication with shareholders, setting the Board's agenda and ensuring that all directors are encouraged to participate fully in the activities and decision making process of the Board.

The Company has four independent non-executive directors, namely John Coombe, Mike Darcey, Ian Durant and Cath Keers. As recommended in the UK Corporate Governance Code, John Coombe has been appointed senior independent director. The senior independent director should be available to the shareholders in the event that contact through the normal channels of chairman, chief executive or finance director would be inappropriate or has been unsuccessful. The Company regards all of its non-executive directors as independent non-executive directors within the meaning of "independent" as defined in the UK Corporate Governance Code and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.

The Board has established an audit committee, a remuneration committee and a nomination committee.

As at 1 March 2011 (the start of the Company's financial year), women comprised 17% of our Board, 20% of our senior executive positions and 49% of our total employees. We will continue to support, encourage and increase diversity across all parts of our business.

 

Audit Committee

The audit committee is chaired by John Coombe and its other members are Mike Darcey, Ian Durant and Cath Keers. The audit committee will meet not less than three times a year and will have responsibility for, amongst other things, monitoring the integrity of the Group's financial statements and reviewing its summary financial statements. It oversees the Group's relationship with its external auditors and reviews the effectiveness of the external audit process. The committee gives due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules. It also has responsibility for reviewing the effectiveness of the Group's system of internal controls and risk management systems. The ultimate responsibility for reviewing and approving the interim and annual financial statements remains with the Board. The Board considers that John Coombe has recent and relevant financial experience. Further details are set out in John Coombe's biography in our management section.

Download the Audit Committee Terms of Reference

Remuneration Committee

The remuneration committee is chaired by Mike Darcey and its other members are John Coombe, Ian Durant and Cath Keers. The remuneration committee will meet not less than three times a year and has responsibility for making recommendations to the Board on the Group's policy on the remuneration of senior management and for the determination, within agreed terms of reference, of the remuneration of the chairman and of specific remuneration packages for each of the executive directors and the members of senior management, including pension rights and any compensation payments. The remuneration committee also ensures compliance with the UK Corporate Governance Code in this respect.

Download the Remuneration Committee Terms of Reference

Nomination Committee

The nomination committee is chaired by Oliver Stocken and its other members are John Coombe, Mike Darcey, Ian Durant, Cath Keers and Terry Duddy. The nomination committee will meet not less than twice a year and has responsibility for making recommendations to the Board on the composition of the Board and its committees and on retirements and appointments of additional and replacement directors and ensuring compliance with the UK Corporate Governance Code.

Download the Nomination Committee Terms of Reference

 

The business address of all the directors and the members of senior management and the registered office of the Company is: Avebury, 489-499 Avebury Boulevard, Saxon Gate West, Central Milton Keynes MK9 2NW.

Home Retail Group plc is registered in England and Wales No 5863533.

 

The Company has adopted a code of securities dealings in relation to the ordinary shares, securities in Group companies with stock exchange listings and other securities, to ensure compliance with the Model Code as published in the Listing Rules. The code applies to the directors and other relevant employees of the Company.

 

The Articles of Association set out the internal regulation of the Company and cover such matters as the rights of shareholders, the appointment or removal of directors and the conduct of the Board and general meetings. In accordance with the Articles of Association, directors can be appointed or removed by the Board or shareholders in general meeting. Amendments to the Articles of Association must be approved by at least 75% of those voting in person or by proxy at a general meeting of the Company. Subject to company law and the Articles of Association, the Directors may exercise all the powers of the Company and may delegate authorities to Committees. 

Download the Articles of Association