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 April 2016, was applicable to the Company throughout the year to 31 July 2017.

It is the board’s view that the Company applied the principles set out in the 2016 Code and complied with its provisions of best practice during the year to 31 July 2017.

The board comprises three executive directors, four 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 Geoffrey Howe.

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

Board and committee meeting attendance 2016/2017

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 Oliver Corbett and its other members are Geoffrey Howe, Lesley Jones and Bridget Macaskill. The Committee normally meets five times a year and the external auditor partner attends these meetings. The Committee chairman, Oliver Corbett, is deemed by the board to have recent and relevant financial experience.

Click here to read the Audit Committee's terms of reference

Remuneration Committee

The Remuneration Committee is chaired by Bridget Macaskill and its other members are Oliver Corbett, Geoffrey Howe and Lesley Jones. 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 Oliver Corbett, Geoffrey Howe, Lesley Jones and Bridget Macaskill. 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 Lesley Jones and its other members are Oliver Corbett, Geoffrey Howe and Bridget Macaskill. The Committee normally meets five times a year.

Click here to read the Risk Committee's terms of reference

The Company’s latest Corporate Governance report, as included in its Annual Report 2017, is available below. The report includes a statement from the Chairman and sections on:

  • Compliance
  • The board
  • Matters reserved to the board
  • Governance framework
  • Board and committee effectiveness
  • Risk and control framework
  • Risk management framework
  • Substantial shareholdings
  • Engagement with shareholders

Corporate Governance Report 2017

The company’s Sustainability Report, as included in its Annual Report 2017, is available here.

Close Brothers Group has a zero tolerance to bribery and corruption. This policy extends to all the group’s business dealings and transactions in all countries in which it or its subsidiaries and associates operate. All directors and employees are required to comply with this policy.

Please click below to view the company's Articles of Association. If you would like a hard copy, contact:

The Company Secretary
Close Brothers Group plc
10 Crown Place
London EC2A 4FT

Email: enquiries@closebrothers.com

Articles of Association

Special business resolutions passed at the Annual General Meeting 2017

The board has overall responsibility for maintaining a system of internal control to ensure that an effective risk management and oversight process operates across the group. The risk management framework and associated governance arrangements are designed to ensure that there is a clear organisation structure with well defined, transparent and consistent lines of responsibility and effective processes to identify, manage, monitor and report the risks to which the group is, or might become, exposed.

For more information on the risk management framework, please click here.