Governance
On these pages you will find information about the company’s Corporate Governance policies and procedures.
The Board
The board is responsible to shareholders for the overall direction and control of the company and specifically reserves certain matters for its consideration (such as approval of the company’s financial statements, major capital expenditure and major acquisitions and disposals) in the standing board procedures and practices, which are reviewed annually. The chief executive has delegated authority from the board to manage the company, subject to the strategic direction of the board. He is also responsible for the achievement of the objectives set by the board and for preparing an overall strategy to enable the company to achieve such objectives.
Composition of the board
- Nigel Northridge, Chairman
- Rob Templeman, Chief Executive
- Chris Woodhouse, Finance Director
- Michael Sharp, Deputy Chief Executive
- Adam Crozier, Non-Executive Director
- Martina King, Non-Executive Director
- Dennis Millard, Non-Executive Director
- Sophie Turner Laing, Non-Executive Director
Independent non-executive directors
The board regards Adam Crozier, Martina King, Dennis Millard and Sophie Turner Laing to be independent non-executive directors.
Senior independent non-executive director
The senior independent non-executive director is Dennis Millard.
Board Meetings
In addition to the directors, board meetings are attended by Suzanne Harlow (Group Trading Director), Nigel Palmer (Retail Operations Director), Nikki Zamblera (Human Resources Director) and by the Company Secretary. The board considers at each of its meetings reports which are circulated in advance of the meeting from the executive directors on major operational matters. Reports are also made by specialists on general and Company business areas to update and refresh the skills and knowledge of the board. It also schedules reports from other executives and external advisers on key business areas; matters covered by such reports have included marketing and PR, the supply chain and distribution, information systems, succession planning and the advertising programme. In addition the board holds a separate strategy meeting each year. The board also considers and approves, where appropriate, major Company decisions, as set out in the formal schedule of matters reserved to it, such as approval of the operating plan and any material changes, approval of the annual and interim reports of the Company and all preliminary announcements of results, approval of the dividend policy, determination of the interim dividend and the recommendation (subject to the approval of shareholders in general meeting) of the final dividend and approval of any new stores. Operational decisions are delegated to the Company’s management.
Board Committees
The principal board committees are:
Performance Evaluation
The board undertakes formal evaluation of its own performance and that of its committees and individual directors. The directors complete appraisals on matters relevant to the board, committee and director performance. A report is presented to and reviewed by the board.
Relations With Shareholders
The board is responsible for ensuring that the Company maintains a satisfactory dialogue with shareholders. The Chairman and the Senior Independent Director are always available to major shareholders. Formal trading updates are given to the market on six occasions during the year. Following each of these announcements, conference calls are held with shareholders and analysts and after the full year and interim results a presentation is made to the shareholders and analysts. Analysts or brokers’ briefings are circulated to the board. A programme of meetings and conference calls is also organised at appropriate times during the year at which the Chief Executive and Finance Director comment on Company performance and respond to any issues raised by investors. In addition Debenhams arranges visits to its stores for analysts and shareholders.
Dennis Millard chairs the Audit Committee. Its other members are Adam Crozier, Martina King and Sophie Turner Laing. All members of the Committee have business and financial expertise. The Chairman is a chartered accountant with recent and relevant financial experience.
Audit Committee meetings are also attended by the Finance Director, the Company Secretary, the Head of Risk Management, the external auditors, PricewaterhouseCoopers LLP, and the Treasurer for the presentation of his report. The Committee also meets without the presence of management with both the external and internal auditors.
After each meeting the Chairman reports to the board on the matters discussed and raises with the appropriate executive director any issue of concern. The minutes of the meetings are circulated to all directors.
Terms of reference of the Audit Committee of the Board of Directors 
(37 KB)
The Remuneration Committee is chaired by Adam Crozier and its other members are Martina King, Dennis Millard and Sophie Turner Laing. All the members of the Committee are independent non-executive directors and have no personal financial interest, other than as shareholders, in the matters to be decided. The Company Secretary is secretary to the Committee.
The Committee’s duties include determining all elements of the remuneration of the executive directors and the Company Secretary, considering succession planning for senior management, reviewing the remuneration policy and overseeing the operation of the Company’s share schemes.
The Committee has appointed Deloitte & Touche to provide it with independent advice on directors’ remuneration and share plans. Deloitte & Touche also provides industry and comparative employee remuneration data to Debenhams’ management. The Committee also consults with the Company’s Chairman, Chief Executive, Finance Director and Human Resources Director but not on matters relating to their own compensation or contracts.
The Remuneration Committee considers data from Mercer about total remuneration in other comparable companies and the elements of that total remuneration, in order to inform its consideration of the remuneration of Company executives.
Terms of reference of the Remuneration Committee of the Board of Directors (60 KB)
Nigel Northbridge chairs the Nomination Committee. The other members are Adam Crozier, Martina King, Dennis Millard and Sophie Turner Laing. Its main obligation is to lead the process for board appointments and make recommendations to the board. As part of this role the Committee considers on a regular basis the balance of skills, knowledge and experience on the board.
The Committee is satisfied that it has the appropriate balance on the board; their skills and experience are broad and diverse, encompassing substantial retail expertise amongst the Chairman and executive team, and diverse skills in running other successful companies amongst the non-executive directors.
Terms of reference of the Nomination Committee of the Board of Directors (20 KB)
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