MADE is firmly committed to high standards of corporate governance. Since its admission to the London Stock Exchange, it has sought to comply, and intends to continue to comply, with the main principles of the UK Corporate Governance Code. MADE will report to its shareholders on its compliance with the Code in accordance with the applicable listing rules.
Role of the Board
The board of directors of Made.com Group Plc (the “Board”) is ultimately responsible for the strategic leadership of the MADE.COM group (the “Group”). The Board determines MADE’s fundamental management policies and oversees the performance of the business as a whole to deliver its strategic objectives.
The Board is the principal decision-making body for all matters that are significant to the Group, whether in terms of their strategic, financial or reputational implications, and has adopted a schedule of matters that have been reserved for approval by the Board. These include decisions on the Group’s strategy, budget and structure, the appointment of executive management, the determination of MADE’s remuneration policies and the implementation and oversight of the Group’s financial reporting procedures, risk management and other internal risk controls. The Board is also responsible for ongoing shareholder engagement and ensuring appropriate communication with MADE’s stakeholders.
The Board has delegated some of its responsibilities to the formal Committees of the Board (each of which are detailed below). In addition, the Group has established a Leadership team, who are responsible for the long-term growth plans of the MADE business and the Group’s strategic and financial planning.
Role of the Board Committees
Audit & Risk Committee
The Audit & Risk Committee is responsible for reviewing and maintaining the Group’s financial control and other internal risk management systems and advises the Board on MADE’s risk strategy, policies and potential exposures. In addition, the Committee assists the Board in discharging its responsibilities with regard to financial reporting, including the appointment of, and work undertaken by, external and internal auditors and in reviewing the annual financial information of the Group, reporting up to the Board on any aspects of financial reporting that it considers are not satisfactory.
The Audit & Risk Committee is currently chaired by Matthew Price and is comprised of Gwyn Burr and George McCulloch, each of whom are non-executive directors and are considered by the Board to have recent and relevant financial experience, in line with the Corporate Governance Code.
The Terms of Reference of the Audit & Risk Committee can be viewed here.
The Remuneration Committee is responsible for designing and implementing the remuneration policy for MADE’s executive directors and Chair, as well as recommending and monitoring the remuneration of MADE’s wider senior management. The Committee is also responsible for making recommendations for the grants of awards under MADE’s share incentive plans. Non-executive director fees continue to be set by the Board.
The Remuneration Committee is currently chaired by Gwyn Burr and is comprised of Matthew Price and Susanne Given, each of whom are non-executive directors and the majority of whom are considered to be independent in line with the recommendations of the Corporate Governance Code.
The Terms of Reference of the Remuneration Committee can be viewed here.
The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board and its Committees and is responsible for reviewing the structure and size of the Board and evaluating the balance of skills, knowledge, experience and diversity, making recommendations to the Board as it considers necessary. The Nomination Committee is also responsible for succession planning and advises the Board on the retirements and appointments of additional and replacement directors and members of MADE’s senior management team.
The Nomination Committee is currently chaired by Susanne Given and comprised of Ning Li, Bruno Cremel, Gwyn Burr and Matthew Price, all of whom are non-executive directors and the majority of whom are considered to be independent in line with the recommendations of the Corporate Governance Code.
The Terms of Reference of the Nomination Committee can be viewed here.