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 Senior Independent Director, the Executive Directors and the Non-executive Directors, and our Committees.
The Board is responsible for the long-term sustainable success of the Company, by ensuring that ASOS, its subsidiaries and all its businesses (the Group) are managed for the long-term benefit of all shareholders, while having regard for employees, customers, suppliers, and our operational impact on the community and 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.
Chair
- Responsible for running the business of the Board
- Ensures the effectiveness of the Board and appropriate strategic focus and direction
- Promotes high standards of corporate governance
- Encourages open debate between the Executive and Non-executive Directors
Chief Executive
- Responsible for proposing the strategic focus to the Board
- Implementation and execution of strategy
- Leading the engagement of ASOS through the Executive Committee
Senior Independent Director
- Trusted intermediary for other Non-executive Directors
- Supports the Chair
- Appraises the Chair’s performance
- Available to shareholders where concerns arise
Non-executive Directors
- Scrutinise and constructively challenge the performance of management in the execution of our strategy
- Provide sound independent judgement to Board discussions
- Protect long-term shareholder value
The Board has delegated specific responsibilities to the Board Committees: Audit, Nomination, Remuneration and ESG.
The duties of each Committee are set out in the Committees’ Terms of Reference. The minutes of Committee meetings are shared with all Directors and each Committee Chair provides a verbal report on Committee activities to the Board following each Committee meeting.
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 2022.
The Audit Committee’s principal responsibilities are to:
- Monitor the integrity of ASOS’ financial statements in relation to the Group’s financial performance.
- Review the effectiveness of the internal and external audit processes.
- Review the effectiveness of the Group’s financial and internal controls, including the process for the evaluation, assessment and management of risk.
More information on the composition, responsibilities and activities of the Audit Committee are set out in the separate Audit Committee Report on our Committees page.
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 management.
- 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.
More information on the composition, responsibilities and activities of the Nomination Committee are set out in the separate Nomination Committee Report.
Remuneration Committee
The Remuneration Committee’s principal responsibilities are to:
- Recommends to the Board the executive Remuneration Policy.
- Determines remuneration packages of the Executive Directors and the Executive Leadership Team.
- Oversight of remuneration practices for all employees.
The composition, responsibilities and activities of the Remuneration Committee are set out in the Directors’ Remuneration Report, along with our Remuneration Policy.
The ESG Committee's principal responsibilities are to:
- Provide oversight to the ASOS Plc Board in relation to the Group's ESG strategy and activities
- Defining the Group's ESG strategy
- Reviewing practices and initiatives of the Group relating ESG matters
- Ensuring compliance with legal and regulatory requirements, including corporate governance principles and industry standards, applicable to the Group and ensuring all stakeholders receive appropriate information about the Group’s ESG activities
The Audit Committee’s principal responsibilities are to:
- Monitor the integrity of ASOS’ financial statements in relation to the Group’s financial performance.
- Review the effectiveness of the internal and external audit processes.
- Review the effectiveness of the Group’s financial and internal controls, including the process for the evaluation, assessment and management of risk.
More information on the composition, responsibilities and activities of the Audit Committee are set out in the separate Audit Committee Report on our Committees page.
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 management.
- 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.
More information on the composition, responsibilities and activities of the Nomination Committee are set out in the separate Nomination Committee Report.
Remuneration Committee
The Remuneration Committee’s principal responsibilities are to:
- Recommends to the Board the executive Remuneration Policy.
- Determines remuneration packages of the Executive Directors and the Executive Leadership Team.
- Oversight of remuneration practices for all employees.
The composition, responsibilities and activities of the Remuneration Committee are set out in the Directors’ Remuneration Report, along with our Remuneration Policy.
The ESG Committee's principal responsibilities are to:
- Provide oversight to the ASOS Plc Board in relation to the Group's ESG strategy and activities
- Defining the Group's ESG strategy
- Reviewing practices and initiatives of the Group relating ESG matters
- Ensuring compliance with legal and regulatory requirements, including corporate governance principles and industry standards, applicable to the Group and ensuring all stakeholders receive appropriate information about the Group’s ESG activities
To verify the accuracy and oversee the timeliness of Group disclosures and material information as per the regulatory framework.
The Board delegates responsibility for the day-to-day management of the Group to the Management Committee. Led by the CEO, the Management Committee is collectively responsible for developing and implementing the strategy, operational plans and budgets; monitoring overall operational and financial performance; overseeing key risks; and management development. The Management Committee meets on a weekly basis.
To verify the accuracy and oversee the timeliness of Group disclosures and material information as per the regulatory framework.
The Board delegates responsibility for the day-to-day management of the Group to the Management Committee. Led by the CEO, the Management Committee is collectively responsible for developing and implementing the strategy, operational plans and budgets; monitoring overall operational and financial performance; overseeing key risks; and management development. The Management Committee meets on a weekly basis.
