Management and board

Crayford 720

Management and board

The Board is chaired by David Tyler and its key focus in helping to create long-term sustainable value for shareholders, is on strategic leadership, performance management, investor relations, risk management and governance succession planning.

Day-to-day management of the Group is delegated to the Operating Board, which is chaired by Mike Coupe, the Chief Executive. He is responsible for the day-to-day management of the company, and executing the strategy, once agreed by the Board. He creates a framework of strategy, values, organisation and objectives to ensure the successful achievement of results, and allocates decision-making and responsibilities accordingly.

Nomination Committee

The Nomination Committee is chaired by David Tyler and comprises all of the Non-Executive Directors. Mike Coupe is not a member of the Committee although he is invited to attend meetings. 

The Nomination Committee ensures that the Board has an effective balance of skills and experience around the Boardroom table. Succession and diversity at board and senior management levels are key aspects of its agenda. 

The Committee's terms of reference set out the Committee's responsibilities. The Committee meets when necessary and last year met twice.

The key focus of the Committee was on managing the appointment process for a new Non-Excecutive Director to replace John McAdam and to decide upon his successor as Senior Independent Director. The committe also reviewed the succession planning at the Operating Board and senior management levels, and oversaw the companies approach to resourcing the needs of the business, developing colleagues and recruiting new talent.

Remuneration Committee

The Committee is chaired by Mary Harris who was appointed Chairman of the Committee on 11 July 2012. View the Remuneration Report.

Corporate Responsibility Committee

The Committee is chaired by Jean Tomlin, and Mike Coupe and Mary Harris are its members. David Tyler attends each meeting. It met twice during the year. These formal committee meetings are supported by CR strategic meetings hosted by Jean Tomlin and Mike Coupe. Each meeting is based around one of the five CR principles and key external stakeholders are invited to attend. During the year five such meetings were held, relating to each of the five principles, framed within our 20 by 20 Sustainability Plan which was launched in October 2011.

The Committee is supported by an internal corporate responsibility governance structure whereby members of the Operating Board have responsibility for each of our five values and sit on our Corporate Responsibility Steering Group, which meets quarterly and is chaired by Mike Coupe. 

Audit Committee

The Audit Committee is chaired by David Keens, with Matt Brittin and Brian Cassin as its other members, all of whom are independent Non-Excecutive Directors. The Board has determined that David Keens has recent and relevant financial experience. The Chairman, Mike Coupe, John Rogers, Susannah Parden (Director of Internal Audit), Ed Barker (Director of Group Finance),Tim Fallowfield (Company Secretary and Corporate Services Director), representatives from Sainsbury's Bank and the external auditor are invited to attend Committee meetings.

The Committee's role primarily covers five areas being, internal controls, risk management, internal audit, external audit and financial reporting. During the year the Committee reviewed the risk framework in light of changes to the Governance Code, continuing to monitor both the transition of Sainsbury's Bank and the management of data security throughout the business. More details on Committee's activities can be found in the annual report on pages 61-65.

Click here to view the Annual Report.

Corporate governance

A current view of the Company's governance and explains how it applies the principles and supporting principles of the Combined Code.