
Our governance structure
Grafton Group plc is incorporated in Ireland and is subject to Irish company law. Its Units (shares) are listed on the London Stock Exchange and the Group is subject to the UK Corporate Governance Code.
The Group’s organisational structure is established and overseen by the Board and designed to enable us to operate to the highest standard of corporate governance and facilitate effective decision making.
The Board is collectively responsible for the oversight and success of the Group’s business. The Board’s responsibilities include:
- Creating long term sustainable value for shareholders by providing leadership and taking account of the needs of all stakeholder groups
- Ensuring that appropriate management, development and succession plans are in place
- Reviewing the environmental and health and safety performance of the Group
- Approving the appointment of Directors and the Company Secretary
- Approving policies relating to Directors’ remuneration and severance
- Ensuring that satisfactory dialogue takes place with shareholders
The CEO, supported by Group and Business Unit management teams, is responsible for the day-to-day running of the business, delivering the Group strategy as set by the Board and monitoring the operational and financial performance of the Group.
Board Committees
The Board has established the following Committees, each of which focuses on specific responsibilities as delegated by the Board and plays a vital role in helping the Board to ensure that high standards of corporate governance are maintained.
Members:
Mr. Mark Robson, Chair
Mrs. Susan Murray
Mr. Vincent Crowley
Dr. Rosheen McGuckian
Ms. Avis Darzins
Key duties of the Committee:
Financial reporting
- Monitoring the integrity of the Group’s financial statements and announcements relating to the Group’s performance
- Advising on whether the Annual Report and accounts, taken as a whole, is fair, balanced and understandable, and whether it provides the information necessary for shareholders to assess the Group’s performance, business model and strategy
Risk management and internal control
- Overseeing the effectiveness of the Group’s internal control and risk management, including sustainability risks, and the steps taken to mitigate the Group’s risks
- Reviewing the effectiveness of the Group’s internal financial controls
External auditor
- Monitoring the effectiveness of the external audit process, conducting the tender process and making recommendations to the Board in relation to the appointment, reappointment and removal of the External Auditor
- Overseeing the relationship between the Group and the External Auditor including approving the remuneration, terms of engagement and scope of audit
Internal audit
- Monitoring and reviewing the scope, resourcing, findings and effectiveness of the Group’s Internal Audit function
- Reporting to the Board on how the Committee has discharged its responsibilities
Members:
Mr. Ian Tyler, Chair
Mr. Vincent Crowley
Dr. Rosheen McGuckian
Mrs. Susan Murray
Ms. Avis Darzins
Mr. Mark Robson
Key duties of the Committee:
Board structure
- Regularly reviewing the structure, size, composition and length of service on the Board and assessing the skills, expertise, knowledge, experience and diversity required by the Board and its Committees and the Group’s senior management team
Succession
- Identifying, and nominating for the approval of the Board, candidates for appointment as Directors and ensuring that there is a formal, rigorous and transparent procedure for the appointment of new Directors to the Board
- Considering the re-appointment of Non-Executive Directors at the conclusion of their specified term of office and making recommendations to the Board
- Conducting an annual review of succession plans for senior executives across the Group
Diversity
- Ensuring the diversity policy is linked to Group strategy
- Prioritising the appointment of females to leadership positions
Evaluation
- Evaluating the balance of skills, knowledge, experience and diversity of the Board and Board Committees and making recommendations to the Board on any changes
Download Terms of Reference
Members:
Mrs. Susan Murray, Chair
Mr. Vincent Crowley
Dr. Rosheen McGuckian
Ms. Avis Darzins
Mr. Mark Robson
Key duties of the Committee:
- Determining the policy for Executive Director remuneration and for setting remuneration for the Chair, Executive Directors and senior management (being PDMRs and specified individuals as agreed from time to time by the Committee)
- Reviewing workforce remuneration and related policies and the alignment of incentives and rewards with culture
- Reviewing the ongoing appropriateness and relevance of the remuneration policy.
Download Terms of Reference