The Board is supported by Audit, Remuneration, Nomination & ESG 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
- Review the Group’s accounting policies, critical estimates and significant judgements
- Review the effectiveness of the internal and external audit processes and report internal and external audit findings to the Board
- 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
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 and that training and development is available to existing Board members
Download the Nomination Committee’s terms of reference.
Read more about our Nomination Committee in the annual report.
The ESG Committee comprises: Anna Maria Rugarli (Chair), Wei Gao, Jose Manuel Martínez Gutiérrez, Marie Gulin-Merle and Nick Robertson.
The ESG Committee's principal responsibilities are to:
- Approve the Group’s Fashion with Integrity (FWI) Strategy, including related targets and key performance indicators (KPIs)
- Provide oversight on the execution of the FWI Strategy and the Group’s progress against its targets and KPIs in relation to ESG, including ESG risk management
- Provide oversight of the key policies and programmes required to implement the ESG strategy
- Review practices and initiatives of the Group relating to ESG matters to ensure they remain effective
- Oversee how the Group’s ESG and FWI Strategies are communicated to all stakeholders
- Offer recommendations to the ASOS Plc Remuneration Committee on ESG-specific targets for executive remuneration packages
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
- Review the Group’s accounting policies, critical estimates and significant judgements
- Review the effectiveness of the internal and external audit processes and report internal and external audit findings to the Board
- 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
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 and that training and development is available to existing Board members
Download the Nomination Committee’s terms of reference.
Read more about our Nomination Committee in the annual report.
The ESG Committee comprises: Anna Maria Rugarli (Chair), Wei Gao, Jose Manuel Martínez Gutiérrez, Marie Gulin-Merle and Nick Robertson.
The ESG Committee's principal responsibilities are to:
- Approve the Group’s Fashion with Integrity (FWI) Strategy, including related targets and key performance indicators (KPIs)
- Provide oversight on the execution of the FWI Strategy and the Group’s progress against its targets and KPIs in relation to ESG, including ESG risk management
- Provide oversight of the key policies and programmes required to implement the ESG strategy
- Review practices and initiatives of the Group relating to ESG matters to ensure they remain effective
- Oversee how the Group’s ESG and FWI Strategies are communicated to all stakeholders
- Offer recommendations to the ASOS Plc Remuneration Committee on ESG-specific targets for executive remuneration packages
