• Investors
  • Governance
  • Governance framework

    High standards of corporate governance underpin everything we deliver

    The Board’s principal responsibility is to ensure the long-term, sustainable success of the Group as a whole. It’s accountable to stakeholders for the Group’s financial and operational performance. It’s responsible for taking strategic decisions and providing oversight across the Group. And ultimately, it’s here to protect the interests of our stakeholders.

    The Board aims to lead with integrity. Lead sustainably. And lead commercially. Making sure that value is created for all the Group’s stakeholders. The Board also provides leadership to executive and senior management. And it applies a robust governance framework to make sure this leadership delivers effectively.

    The Board is also responsible for ensuring the Group has the support and resources – effectively deployed – to realise its strategic objectives and long-term success. The Group’s risk management framework supports the strategic aims of the Group, with controls to help mitigate identified risks. The Board regularly reviews the internal controls and overall risk management framework, with support from the Audit Committee.


    The roles of Chair and Chief Executive Officer are held by different individuals. Their division of responsibilities are clearly established and these responsibilities are set out in writing and agreed by the Board.

    Non-Executive Chair

    Rsgroup 2024 01 3114091 RT Sm

    The Chair is responsible for leading the Board and making sure the Board is effective across all aspects of its role. From setting its agenda to ensure adequate discussion of all items of business. To promoting openness, debate and effective operation in accordance with accepted standards of corporate governance.

    The Chair facilitates constructive relations between Non-Executive and Executive Directors, and holds meetings with Non-Executive Directors without Executives being present. The Chair also ensures all Directors receive accurate, timely and clear information, and is responsible for effective communication between the Board and its shareholders.

    Chief Executive Officer

    Rsgroup 2024 03 20 0380 RT Sm

    The CEO is responsible for the Group on a day-to-day basis. This person is accountable to the Board for the operational performance of the Group. Responsible for developing strategy and presenting it to the Board. In charge of implementing the agreed Group strategy and achieving its agreed objectives. And responsible for communication within the business, with shareholders and with the investment community.

    The CEO appoints and leads the Executive Committee. Ensuring robust management succession plans are in place and discussed with the Board. Managing the Group’s risk profile, including championing health and safety and ensuring appropriate internal controls are in place. And driving corporate responsibility, including climate-related matters.

    Chief Financial Officer

    Rsgroup 2024 03 20 0074 RT Sm

    The CFO is responsible for strong financial management and implementing effective financial controls. Developing the Group’s financial policies and strategies, from managing debt finance to advising on capital structure. Ensuring a commercial focus across all business activities. Considering appropriate risk management. Supporting and advising the Chief Executive Officer. And maintaining effective communications with shareholders and investors.

    Senior Independent Director

    Rsgroup 2024 01 3113997 RT Sm

    The Senior Independent Director is responsible for chairing the meeting of Non-Executive Directors to evaluate the Chair’s performance. This person is also available as an alternative communication channel for shareholders, and other Directors if required, and provides a sounding board for the Chair.

    Non-Executive Directors

    Rsgroup 2024 01 3113826 RT Sm

    The main tasks of the Non-Executive Directors are to contribute an independent view to the Board’s deliberations. Constructively challenging strategy and performance of management. Satisfying themselves on the integrity of financial information, controls and risk management systems. Ensuring high standards of financial and legal probity on the part of the Company. In doing this, they account for the views of shareholders and other stakeholders.

    Company Secretary

    Rsgroup 2024 03 21 0268 RT Sm

    The Company Secretary is responsible for efficient information flows within the Board and its committees, and between Executive Directors and Non-Executive Directors. This person also acts as Secretary to the Board and its Committees. Supports and advises the Chair on various matters, including succession planning. Leads the Board evaluation process. And ensures the Board is kept informed of corporate governance developments.

    Gettyimages 127544284


    There are certain matters that may only be approved by the Board and can’t be delegated unless stated otherwise in the schedule of matters reserved for the Board.



    The Board is supported by its Committees, which make decisions and recommendations on matters delegated to them by the Board. This enables the Board to focus energies on strategic, long-term matters. Each Committee comprises Non-Executive Directors only and has an experienced Chair.

    The Board gets regular updates from the Committee Chairs, as well as from the Chair of the Board, the CEO and CFO.



    Role of the Audit Committee

    The Audit Committee’s main role is to monitor and review the integrity of the Company’s financial information. This includes recommending to the Board whether the Company’s Annual Report and Accounts, taken as a whole, is fair, balanced and understandable. And whether the assessment of the Group’s going concern assumptions and longer-term viability are reasonable.

    The Committee is responsible for giving the Board assurance that the Group’s internal controls and risk management systems are fit for purpose and regularly reviewed. It also oversees the effectiveness and independence of the external Auditors.


    • Louisa Burdett – Chair
    • Alex Baldock
    • Navneet Kapoor
    • David Sleath

    Role of the Remuneration Committee

    The Remuneration Committee’s main role is to ensure that the Directors’ Remuneration Policy remains fit for purpose, aligned with strategic delivery and stakeholder outcomes. It’s also tasked with reviewing reward outcomes for the Executive Directors and the Executive Committee to make sure they reflect underlying performance and absolute delivery against stretch targets, as communicated to it by the Board.

    The Audit Committee also has oversight of key reward matters. These include CEO pay ratio, gender pay gap and reward outcomes relative to the wider workforce, globally.


    • Joan Wainwright – Chair
    • Louisa Burdett
    • Alex Baldock
    • David Sleath

    Role of the Nomination Committee

    The Nomination Committee’s responsibilities include reviewing the structure, skills, knowledge, experience and diversity of the Board. It identifies and nominates – for Board approval – candidates to fill vacancies. And it ensures appropriate succession planning is in place for the Board and the Executive Committee, in compliance with the UK Corporate Governance Code.


    • Rona Fairhead – Chair
    • Louisa Burdett
    • Bessie Lee
    • David Sleath
    • Joan Wainwright
    • Navneet Kapoor