Roles and Responsibilities
Maintaining appropriate standards of corporate governance is essential to the good management of the business. The Board is responsible for ensuring that asos lives up to these standards, and monitors our policies to ensure that they are appropriate for the nature, status, size and circumstances of our company.
The below sets out our governance framework and outlines the division of responsibilities between the Chair and the CEO, as agreed by the Board, along with a summary of the roles of the Deputy Chair, Senior Independent Director, the Executive Directors, the Non-executive Directors and our Committees.
The Board is collectively responsible for the long-term sustainable success of the Group by ensuring that ASOS, its subsidiaries and all its businesses are managed for the long-term benefit of all shareholders, while having regard for our employees, customers, suppliers, shareholders and our operational impact on our communities and the environment. It sets the Group’s purpose, strategy and values and is accountable to shareholders for ensuring that the Group is appropriately managed and achieves its objectives in a way that is supported by the right culture and behaviours. The Board sets the Group’s risk appetite, and reviews the controls applied to operate the business in line with that appetite. It determines, monitors and oversees risk management processes, financial controls and audit processes to ensure ASOS operates effectively and sustainably in the long term.
- Primarily responsible for the overall operation, leadership and governance of the Board, while taking account of the interests of the Group’s stakeholders.
- Responsible for running the business of the Board, sets the agenda and promotes a culture of openness, debate and challenge among the Board.
- Ensures the effectiveness of the Board with appropriate strategic focus and direction.
- Ensures effective communication between our Executive and Non-executive Directors and with our shareholders.
- Provides support to the Chair on the Group's strategy, culture and operational matters, drawing on extensive Group and sector knowledge and commercial experience.
- Responsible for the overall leadership of the Group, the effective management of the Group’s businesses and day-to-day operations.
- Implements and executes strategy and policies agreed by the Board.
- Leads the management, development and succession planning of the Senior Management team.
- Ensures effective engagement and communications with the Group’s stakeholders.
- Provides a sounding board for the Chair and, if necessary in the Chair's absence, leads the running of the business of the Board and governance matters.
- Serves as an intermediary for the Non-executive Directors, where necessary.
- Leads the Non-executive Directors’ performance appraisal of the Chair and is available to meet with shareholders, if and when necessary, if they have any concerns about the business which have not been resolved through normal channels.
- Exercise independent judgement and constructively challenge the Executive Directors and the senior management team, scrutinising performance against objectives.
- Provide strategic guidance to the Company, utilising their wealth of knowledge, insight and experience in their specialist areas.
- Have a pivotal role in the appointment and removal of Executive Directors and the Company’s corporate governance framework as a whole.
Committees
The Board has delegated specific responsibilities to the Audit, Nomination, Remuneration and Sustainability Committees.
Details of each of the Committee’s activities during the period are set out in the Committee reports on pages 81 to 108 of the Annual Report 2025.
Each Committee has access, at the cost of the Group, to the resources, information and advice that it deems necessary to enable the Committee to discharge its duties.
Read more in our Governance Report in the Annual Report 2025.
The Audit Committee comprises: Jon Kamaluddin (Chair), Christine Cross, Wei Gao and Jose Manuel Martínez Gutiérrez.
The Audit Committee’s principal responsibilities are to:
- Monitor the integrity of the Group’s financial statements in relation to the Group’s financial performance.
- Provide advice to the Board on whether the Annual Report is fair, balanced and understandable.
- Review the Group’s accounting policies, critical estimates and significant judgements.
- Review the effectiveness of the external audit processes, including monitoring the External Auditor's independence, and report internal and external audit findings to the Board.
- Monitor and review the effectivess of the internal audit function.
- Review the effectiveness of the Group’s internal controls, including the process for the evaluation, assessment and management of risk.
- Oversee the Group’s whistleblowing, compliance, security and fraud prevention procedures.
Download the Audit Committee’s terms of reference.
Read more about our Audit Committee in our 2025 Annual Report.
The Remuneration Committee comprises: Christine Cross (Chair), Marie Gulin-Merle, Jon Kamaluddin and Jose Manuel Martinez Gutierrez.
The Remuneration Committee’s principal responsibilities are to:
- Determine and recommend to the Board the Group’s overall Remuneration Policy and monitor the ongoing effectiveness of that Policy.
- Determine and recommend to the Board the remuneration of the Executive Directors, the Chair and other members of the Management Committee.
- Monitor, review and approve the levels and structure of remuneration for other Senior Leaders and employees.
- Determine the headline targets for any performance-related bonus or pay schemes.
- Determine specific targets and objectives for any performance-related bonus or pay schemes for the Executive Directors and the other members of the Management Committee.
- Review and approve any material termination payment.
- Review how employee incentives support the Company's culture, values and desired behaviours.
- Ensure effective engagement with the Company's stakeholders in relation to remuneration policies and practices.
- Review the Company's retirement benefit schemes.
Download the Remuneration Committee’s terms of reference.
Read more about our Remuneration committee in our 2025 Annual Report.
The Nomination Committee comprises: Natasja Laheij (Chair), Wei Gao, Jose Manuel Martinez Gutierrez and William Barker.
The Nomination Committee’s principal responsibilities are to:
- Monitor the structure, size and composition of the Board and its Committees.
- Identify the balance of skills, knowledge, diversity and experience on the Board and recommend new Board and/or Committee members to the Board as appropriate.
- Review the time commitment and independence of the Non-executive Directors, including potential conflicts of interest.
- Oversee talent and succession plans for Senior Leaders.
- Ensure that an appropriate and tailored induction is undertaken by all new Board members.
- Review the results of the Board evaluation process.
- Review the Company's policy on Diversity, Equity and Inclusion, its objectives and linkage to the Company's strategy.
- Review employee engagement survey results and monitor management's action plan in response to surveys.
- Review the Company's recruitment and talent management practices and consider how these drive the desired ASOS values and behaviours.
Download the Nomination Committee’s terms of reference.
Read more about our Nomination Committee in our 2025 Annual Report.
The Sustainability Committee comprises: Anna Maria Rugarli (Chair), Wei Gao, Jose Manuel Martínez Gutiérrez, Marie Gulin-Merle and Nick Robertson.
The Sustainability Committee's principal responsibilities are to:
- Provide input to the Group’s Fashion with Integrity (FWI) Strategy, including related targets and key performance indicators (KPIs).
- Provide oversight of the execution of the FWI Strategy and monitor progress against its targets and KPIs, including risk management.
- Provide oversight of the key policies and programmes required to implement the FWI Strategy.
- Provide advice and direction to the Company's management on implementation of the FWI Strategy, including the opportunities and risks to the Company's operations and reputation
- Review practices and initiatives of the Group relating to ESG matters to ensure they remain effective.
- Monitor how the Company's FWI Strategy is communicated to all stakeholders, and how well it is received.
- Monitor changes to the sustainability regulatory landscape and oversee how the Company is preparing to meet the new requirements.
- Review the practices and initatives of the Group relating to sustainability matters to ensure they remain effective.
- Have oversight of the Company's Modern Slavery Statement.
- Offer recommendations to the ASOS Plc Remuneration Committee on sustainability- specific targets for executive remuneration packages.
- Monitor the internal and external performance of the ASOS Foundation and its partnerships.
Download the Sustainability Committee’s terms of reference.
Read more about our Sustainability Committee in our 2025 Annual Report.