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, 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.
Chair
- 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.
Chief Executive Officer
- 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.
Senior Independent Director
- Provides a sounding board for the Chair.
- 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.
Non-executive Directors
- 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.
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. Details of each of the Committee’s activities during the period are set out in the Committee reports on pages 69 to 93 of the Annual Report.
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 2023.
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
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 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
More information on the composition, responsibilities and activities of the Nomination Committee are set out in the separate Nomination Committee Report.
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.
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:
- 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
More information on the composition, responsibilities and activities of the ESG Committee are set out in the separate ESG Committee Report.
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
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 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
More information on the composition, responsibilities and activities of the Nomination Committee are set out in the separate Nomination Committee Report.
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.
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:
- 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
More information on the composition, responsibilities and activities of the ESG Committee are set out in the separate ESG Committee Report.
Assists the Board in discharging obligations under the Market Abuse Regulation and Listing Rules with regard to the management and disclosure of inside information, and provides oversight of the accuracy and timeliness of the Group’s financial and corporate disclosures, or any other 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.
Assists the Board in discharging obligations under the Market Abuse Regulation and Listing Rules with regard to the management and disclosure of inside information, and provides oversight of the accuracy and timeliness of the Group’s financial and corporate disclosures, or any other 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.
