Corporate governance

This section explains key features of the Company’s governance framework and how it complies with the UK Corporate Governance Code published in 2016 by the Financial Reporting Council

The UK Corporate Governance Code (‘the Code’) is available on the Financial Reporting Council website at www.frc.org.uk.

As at the date of the last Annual Report to 31 March 2019, the company was in full compliance with the provisions of the 2016 Corporate Governance Code.

The Board

The Board is collectively responsible for the long-term success of the Company and for leading and controlling the Group. It has overall authority for the management and conduct of the Group’s business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal control and risk management (including financial, operational and compliance controls and for reviewing the overall effectiveness of systems in place) and for the approval of any changes to the capital, corporate and/or management structure of the Group.

The Board consists of the Non-Executive Chairman, three Independent Non-Executive Directors and four Executive Directors, find out more about our board members.

The Board has adopted a formal schedule of matters reserved for its approval which is available to download below.

Download the Schedule of Matters Reserved for Board 26th April 2019

Nomination Committee

The Nomination Committee meets at least twice a year, to review the structure, size and composition of the Board and its Committees and to make appropriate recommendations to the Board to fill vacancies as they arise. Refer to the terms of reference below for more detail.

The Committee comprises a majority of Independent Non-Executive Directors.

The members of the Committee are Ed Williams (Chairman and Committee Chair), David Keens, Jill Easterbrook and Jeni Mundy.

Download the Nomination Committee Terms of Reference PDF

Audit Committee

The Audit Committee meets at least three times per year, to review and report to the Board on the Group’s financial reporting, internal control, whistleblowing, internal audit and the independence and effectiveness of the external auditors. Refer to the terms of reference below for more detail.

The Committee is also responsible for the development of policy on the engagement of the external auditor to supply non-audit services taking into account relevant ethical guidance relating to the provision of non-audit services.  The policy is available to download below.

The Committee is made up of three Non-Executive Directors, all of whom are Independent. The members of the Committee are David Keens (Committee Chairman), Jill Easterbrook and Jeni Mundy.

The Board considers that David Keens has recent and relevant financial experience.

Download the Audit Committee Terms of Reference PDF

Download the Non Audit Services Policy April 2017 PDF

Remuneration Committee

The Remuneration Committee meets at least three times per year, and is responsible for all elements of remuneration of the Executive Directors, the Chairman, and senior employees. Refer to the terms of reference below for more detail.

The Committee comprises three Independent Non-Executive Directors, being Jill Easterbrook (Committee Chair), David Keens and Jeni Mundy.

At the AGM in September 2018, a new remuneration policy was approved by shareholders. This policy is structured to ensure that the main elements of remuneration are linked to Company strategy, in line with best practice and aligned with shareholders’ interests.

Download the full Remuneration Policy PDF

Download the Remuneration Committee Terms of Reference PDF

Disclosure Committee

The Disclosure Committee meets on an ad-hoc basis as required to assist the Board in discharging its responsibilities relating to monitoring the existence of Inside Information and its disclosure to the market.

The Committee is made up of Trevor Mather (Chief Executive Officer), Nathan Coe (Chief Financial Officer & CEO-Designate) and Claire Baty (Company Secretary). 

Download the Disclosure Committee Terms of Reference April 2019

With new car sales falling & Sept registrations under performing how do you maximise every opportunity to reach car buyers, generate incremental leads & win in your area of influence?Join our free #ATInsight webinar at 11am Friday to find out.Register here https://t.co/JV1hbWRBFK https://t.co/MTeDLB1fu3
T-minus 10 minutes until our free Market Report webinar, during which we'll be delving into the future of car retailing and the impact (and opportunities) changing consumer attitudes towards online purchase is and will have on the industry. Tune in here https://t.co/11QovV64xq https://t.co/tDQQ1TYR16
"It's essential that the government makes a commitment to outline a clear and beneficial deal in order to ensure our industry has what it needs to secure its future success.” @RMI_NFDA Chairman Peter Johnson at tonight's RMI Annual Dinner https://t.co/mkD6wEi5be
To mark #WorldMentalHealthDay2019 today, @BenSupport4Auto has launched its first ever whitepaper on the topic - one of the biggest issues affecting the industry's workforce & could cost employers up to £1.2bn a year. Download your free copy here: https://t.co/gR9ahHXt8Z https://t.co/5VAoNDLYCt
Well done and massive congratulations to everyone at @BCA_Auctions for winning Auction House of the Year at the @MotorTraderMag #MTIndAwards 2019 🥂🥂🥂 https://t.co/3lk60FsHRw
Wahey! @cartime wins the prestigious Car Supermarket of the Year at this year's @MotorTraderMag #MTINDAWARDS https://t.co/bQYMMfOUeg
Well done to @EmeraldVehicles for winning the UK Independent Dealer of the Year 'General Sales' at @MotorTraderMag #MTINDAWARDS 🍾🍾🍾 https://t.co/o86EATDAxf
And Jacob and Isaac Freshwater win the 'fastest growing dealer of the year' award 2019! Congratulations to the whole team at Fresh Motors https://t.co/hzOZDP7SML
Yesss!! The winner of the Customer Care Award 2019 at the #MTIndAwards is...the absolutely brilliant @CWMMOTORS huge huge congratulations to Paul and Lorraine 🥂🥂🥂 https://t.co/EmKZewFszR
Good luck to everyone at tonight's @MotorTraderMag #MTINDAWARDS We feel very privileged to be one of this year's judges - the quality of entries were very impressive. We're looking forward to celebrate with the very deserving winners 🍾 https://t.co/pERqCz9fia

Auto Trader Group plc
Registered in England (Company number: 09439967)

Auto Trader Limited
Registered in England and Wales (Company number: 03909628)

Registered address:

1 Tony Wilson Place
Manchester
M15 4FN
VAT number: GB 614 8918 20

Keep in touch

We use social media to speak to the UK’s largest car buying audience