The Board and Governance
The Board of Serco Group plc is committed to achieving high standards of corporate governance, integrity and business ethics for all its activities around the world.
Governance is not an exercise in compliance nor is it a specific form of management. For Serco, governance has the clear objective of ensuring the pursuit of the Company's purpose. It is an essential part of our public service ethos.
Excluding the Chairman, the Board comprises two executive and six independent non-executive directors. Sir Roy Gardner, the Chairman, is responsible for the effective operation of the Board, oversight of corporate governance and assurance activities and our relationship with the City and key stakeholders. The Group Chief Executive, focuses on operational strategy and delivery of the business. The non-executive directors are independent of management and meet informally during the year without the presence of the executive directors.
Board meetings are routinely held eight times a year. In accordance with the UK Corporate Governance Code all directors will stand for re-election annually.
A rigorous evaluation of the Board and its committees is undertaken annually.
With reference to the report by Lord Davies of Abersoch entitled Women on Boards we strongly support the principle of boardroom diversity, of which gender is one, but not the only, key aspect. Diversity of thought, experience, and approach are all important and we will always seek to appoint on merit against objective criteria, including diversity.
Our Board and Executive Committee both aim to achieve an appropriate diversity across all elements of Serco's management.
The Board carries out detailed scrutiny of certain key areas through its standing committees. In addition the Board has appointed John Rishton as Senior Independent Director as required by provision A.4.1. of the UK Corporate Governance Code.
There are five standing Committees of the Board and two executive Committees:
Standing Board Committees
Audit Committee: Consists solely of independent Non-Executive Directors. It is chaired by John Rishton. The Committee is responsible for the integrity of the Company's financial information and ensures that the financial controls and systems of risk management are robust and defensible. The Committee meets three times a year.
View Audit Committee Terms of Reference (PDF)
Remuneration Committee: Consists of a majority of independent Non-Executive Directors and the Chairman. It is chaired by Lynne Peacock. The Committee is responsible for determining appropriate levels of remuneration for the executive directors. The Company's remuneration report is approved each year by the shareholders in general meeting. The Committee meets four times a year
View Remuneration Committee Terms of Reference (PDF)
Nomination Committee: Chaired by Sir Roy Gardner the Committee has the prime role in appointing and where necessary removing directors, in reviewing their performance and in succession planning. The Committee meets four times a year.
View Nomination Committee Terms of Reference (PDF)
Group Risk Committee: Chaired by Rachel Lomax, the committee consists solely of Non-Executive Directors. The committee is responsible for overseeing the Company's approach to the risk management, compliance and assurance framework. The Committee meets four times a year.
View Group Risk Committee Terms of Reference (PDF)
Corporate Responsibility Committee: Chaired by Kirsty Bashforth, the committee consists primarily of Non-Executive Directors along with the Group Chief Executive. The committee is responsible for overseeing the Company's approach to all aspects of Corporate Responsibility including its ethics and business conduct; the structure of governance; its approach to its people; its contribution to the communities in which its people live and work; and its approach to managing its relationships with customers, suppliers and other parties as well as monitoring ongoing related corporate renewal activities. The Committee meets four times a year.
View Corporate Responsibility Committee Terms of Reference (PDF)
- Executive Committee: Chaired by the Chief Executive and comprises nine other members, including the Group Chief Financial Officer, Divisional Chief Executives and other selected corporate function heads. The Committee has delegated responsibility from the Board to ensure the effective direction and control of the business and to deliver the Group's long-term strategy and goals and meets nine times a year.
Approvals and Allotment Committee: Comprises the Executive Directors and Company Secretary. The duties of this Committee are to act on behalf of the Board between scheduled meetings, save for those matters specifically reserved to the Board. Activities include the approval of documentation to shareholders in relation to the interim and annual accounts and the allotment of shares to participants exercising options.
View Approvals and Allotment Committee Terms of Reference (PDF)
Investment Committee: Comprises the Executive Directors, Company Secretary and members of the Management team. The duties of this Committee are to act on behalf of the Board to review, monitor and approve bids, mergers, acquisitions and disposals and other corporate activity within specific authority limits delegated by the Board. The level of authority delegated to the Committee is reviewed on an annual basis and on an ad hoc basis in relation to specific bids.
We are committed to constant dialogue with institutional and private shareholders, and run a programme of meetings for institutional investors and analysts. Primary responsibility for engaging with shareholders rests with the Chairman, Group Chief Executive Officers and Group Chief Financial Officer. The Senior Independent Director is also available to speak to shareholders on request. The Board reviews an investor relations report each quarter.
The principal methods of communication with private investors are our news announcements, half year and full year results, the annual report and financial statements, the annual general meeting (AGM) and this website
Internal controls and risk management
We have a well-established system of internal controls (including financial, operational and compliance controls) and risk management to safeguard shareholders' investments and the Company's assets and reputation. These processes are reviewed annually and conform to the requirements of the UK Corporate Governance Code.
Further details on the Group's internal control and risk management processes are contained within the ‘Principal Risks and Uncertainties' and ‘Corporate Governance’ sections of our latest annual report and accounts.