“The board is collectively responsible for the long-term success of Debenhams.”
Nigel Northridge, Chairman
Chairman's introduction to governance
The board of Debenhams is responsible to all our stakeholders for providing strong leadership in the development of the Company’s strategy and ensuring that the risks and rewards of doing business are properly balanced and managed.
Introduction
The role of the board of Debenhams is to provide entrepreneurial leadership and it is collectively responsible for the long-term success of the Company. The board attaches the highest priority to corporate governance, the system by which the Company is directed, managed and controlled in the interests of all its stakeholders. The board and executive team recognise that continued success has been achieved through the strength and depth of our stakeholder relationships. The corporate governance framework and processes we have in place enable us to manage the Company effectively and to demonstrate transparent, consistent and effective governance so that we remain accountable to our shareholders, employees, customers, suppliers and the local communities whom we support and interact with.
UK Corporate Governance Code
Throughout the year Debenhams was compliant with all the relevant provisions of the UK Corporate Governance Code (the “Code”) issued by the Financial Services Authority.
The board
The board comprises two executive directors and six non-executive directors, all of whom are considered to be independent. The non-executive directors have all enjoyed successful business careers and are well qualified to serve on the board.
Debenhams has already achieved the 2015 aspirational target of the Davies Review on Women on Boards of 25% female representation on the board.
Board succession
In April 2011 Rob Templeman informed the board that he wished to retire from his role as Chief Executive of Debenhams at the end of the financial year. In accordance with the board’s agreed succession plan, Michael Sharp, then Deputy Chief Executive, was appointed Chief Executive on Rob’s retirement. The board has since acted to ensure a succession plan for the current executive team is in place.
Board effectiveness
The performance and effectiveness of the board is reviewed on an annual basis. This year’s formal evaluation of the performance of the board, its committees, the individual directors and the Chairman was conducted, in accordance with the Code, by Lintstock Ltd, an external facilitator who has no other connection with Debenhams.
Stakeholder engagement
Debenhams actively seeks to engage with all its stakeholders including customers, employees, suppliers, shareholders, lenders and the local communities in which we operate.
Board Committees
Nomination Committee
The Nomination Committee is responsible for board recruitment, thereby ensuring that the right skill sets are present in the boardroom.
Audit Committee
The Committee’s primary responsibilities are to monitor the integrity of the Group’s financial statements, to review external and internal audit activity and to review and monitor the effectiveness of risk management and internal controls.
Remuneration Committee
The Remuneration Committee is responsible for determining all elements of remuneration for the executive directors and for reviewing the appropriateness and relevance of the Group’s remuneration policy.
Sustainability Committee
Although not a formal board committee, the Sustainability Committee was created by order of the board to ensure the Group’s activities promote the interests of all its stakeholders.
Management structure
