Corporate governance
Close Brothers Group plc (the “Company”) is committed to high standards of corporate governance, corporate responsibility and risk management in directing and controlling its business. The UK Corporate Governance Code (the “Code”), issued by the Financial Reporting Council, is the governance code which applies to UK companies with a premium listing on the London Stock Exchange.
The version of the Code, published in July 2018, was applicable to the Company throughout the year to 31 July 2025.
It is the board’s view that throughout the year the company has applied the principles and complied with the provisions set out in the Code.
Further detail and examples as to how the company has applied and complied with the Code are set out in the Corporate Governance Report in the 2025 Annual Report.
The Board comprises two executive directors, six independent non-executive directors and the Chairman who contribute a wide range of complementary skills and experience.
Brief biographical details of each director are set out on the Leadership section of the Who we are page of this website.
The non-executive Chairman, Mike Biggs, was considered independent on his appointment as Chairman. The senior independent director is Mark Pain.
The Board believes that there is an appropriate balance of executive and non-executive directors on the board, with no individual or small group dominating its decision-making process.
The Board has determined its non-executive directors to be independent in character and judgement.
The formal schedule of Matters Reserved for the Board is designed to enable the board and executive management to operate within a clear governance framework. The schedule details the areas of the Board’s focus which is on activities that enable it to promote shareholders’ interests, including the active consideration of strategy, the monitoring of executive action including sound systems of internal controls, and ongoing board and executive management succession. The Board has developed these principles to help it fulfil its responsibilities. The Board regularly keeps its work and performance under review.
Matters Reserved for the Board
Statement of Responsibilities of the Chairman, CEO and Senior Independent Director
The Board has established four committees, composed entirely of independent non-executive directors, each with responsibility for the review and oversight of activities within its terms of reference.
Audit Committee
The Audit Committee is chaired by Kari Hale and its other members are Patricia Halliday, Tesula Mohindra and Sally Williams. The Committee normally meets five times a year and the external auditor partner attends these meetings. The Committee chairman, Kari Hale, is deemed by the Board to have recent and relevant financial experience.
Click here to read the Audit Committee's terms of reference
Click here to read the Group Internal Audit Charter
Remuneration Committee
The Remuneration Committee is chaired by Tracey Graham and its other members are Mike Biggs, Patricia Halliday and Mark Pain. The Committee normally meets five times a year.
Click here to read the Remuneration Committee's terms of reference
Nomination and Governance Committee
The Nomination and Governance Committee is chaired by Mike Biggs and its other members are Tracey Graham, Kari Hale and Mark Pain. The Committee normally meets no less than three times a year.
Click here to read the Nomination and Governance Committee's terms of reference
Risk Committee
The Risk Committee is chaired by Patricia Halliday and its other members are Tracey Graham, Kari Hale, Tesula Mohindra, Mark Pain and Sally Williams. The Committee normally meets five times a year.
The Board retains overall responsibility for overseeing the maintenance of a system of internal control, to ensure that an effective risk management framework and oversight process operate across the group. The risk management framework and associated governance arrangements are designed to ensure a clear organisational structure with distinct, transparent and consistent lines of responsibility and effective processes to identify, manage, monitor and report the risks to which the group is, or may become, exposed. On an annual basis, the Board reviews the effectiveness of the group’s risk management and internal control systems.
For more information on the risk management framework, please click here.
The Companies (Miscellaneous Reporting) Regulations 2018 (the “Regulations”) require companies, where they meet certain qualifying conditions, to include a statement in their strategic report describing how the directors have had regard to the matters set out in section 172 of the Companies Act 2006.
A separate section 172 statement for all companies within the group which meet the qualifying conditions must be made available on a website.
Please find below the section 172 statements for Close Brothers Group plc and its subsidiaries which meet the qualifying conditions, other than in respect of those subsidiaries whose section 172 statement is displayed separately on their own website.
A statement of corporate governance arrangements for Close Brothers Limited, as required by the Regulations, can also be found in the link below:
Close Brothers Group plc - Section 172 Statement
Close Brothers Limited - Section 172 Statement
Close Brothers Limited - Statement of Corporate Governance Arrangements