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.
Role of the Board
The Board is primarily responsible for enhancing shareholder’s interests. It does this by:
- setting the strategy and direction of the company.
- maintaining appropriate controls to ensure the effective operation of the company.
- approving revenue and capital budgets and plans.
- approving financial statements, material agreements and non-recurring projects.
- determining the financial structure of the Company including treasury and dividend policy.
- overseeing control, audit and risk management.
- setting and monitoring remuneration policies.
All directors are encouraged to challenge and to bring independent judgement to bear on all matters, both strategic and operational.
Read more in the corporate governance section of the annual report.
The Board is supported by Audit, Remuneration and Nomination 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 chairman to the Board.
The Audit Committee comprises: Ian Dyson (Chair), Hilary Riva and Rita Clifton.
The Committee’s principal responsibilities cover internal control and risk management, external audit (including the independence of the external auditor), internal audit and financial reporting.
DOWNLOAD THE AUDIT COMMITTEE’S TERMS OF REFERENCE.
READ MORE ABOUT OUR AUDIT COMMITTEE IN THE ANNUAL REPORT.
The Remuneration Committee comprises: Hilary Riva (Chair), Ian Dyson and Rita Clifton.
The Committee is responsible for setting the remuneration and benefits of the executive directors. Our remuneration policy aims to attract, retain and motivate high-calibre directors who will create shareholder value. It rewards high performance with high rewards, and does not reward failure.
DOWNLOAD THE REMUNERATION COMMITTEE’S TERMS OF REFERENCE.
READ MORE ABOUT OUR REMUNERATION POLICY IN THE ANNUAL REPORT.
The Nomination Committee comprises: Brian McBride (Chair), Ian Dyson, Hilary Riva and Rita Clifton.
The Committee's principal responsibility is to evaluate the Board's requirements for directors and senior executives and to ensure that appropriate procedures are in place for their nomination, selection and succession.
DOWNLOAD THE NOMINATION COMMITTEE’S TERMS OF REFERENCE.
READ MORE ABOUT OUR NOMINATION COMMITTEE IN THE ANNUAL REPORT.