The Board is supported by Audit, Remuneration, Nomination & Sustainability Committees. Executive directors are not members of these Board committees, although they may be invited to attend meetings.
The Committees are responsible for reviewing the effectiveness of their terms of reference, as appropriate, and for making recommendations to the Board for changes where necessary. The minutes of Committee meetings are circulated to all Committee members, and reports on each Committee meeting are given by the Committee Chair to the Board.
The Audit Committee comprises: Natasja Laheij (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 the annual report.
The Remuneration Committee comprises: Christine Cross (Chair), Marie Gulin-Merle, Natasja Laheij 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 the annual report.
The Nomination Committee comprises: Jørgen Lindemann (Chair), Natasja Laheij, Wei Gao 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 the 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 the annual report.
The Audit Committee comprises: Natasja Laheij (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 the annual report.
The Remuneration Committee comprises: Christine Cross (Chair), Marie Gulin-Merle, Natasja Laheij 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 the annual report.
The Nomination Committee comprises: Jørgen Lindemann (Chair), Natasja Laheij, Wei Gao 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 the 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 the annual report.
