Governance

Corporate Governance

The Board of directors is responsible for the overall leadership of the Group and promoting the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society. The Board is committed to, and recognises the value and importance of, high standards of corporate governance. The Board is fully compliant with all provisions of the Corporate Governance Code.

Further information is available in the Corporate Governance report in our Annual Report and Accounts 2022/23.

The Company is governed in accordance with its Articles of Association.

Board

The formal schedule of Matters Reserved for the decision of the Board is considered by the directors on an annual basis.  The Matters Reserved for the Board, available here, include:

• approval of published financial statements, dividend policy and other disclosures requiring Board approval;
• declaration of interim and recommendation of final dividends;
• approval of budget and Group strategy and objectives;
• appointment and remuneration of directors, the Company Secretary and other senior executives;
• approval of major acquisitions and disposals;
• approval of authority levels for expenditure;
• approval of certain Group policies; and
• approval of shareholder communications.

The role descriptions of the key roles on the Board can be found below. The Nominations Committee reviews and considers these on an annual basis and recommends any changes to the Board.

• Chair of the Board

• Senior Independent Director

• Group Chief Executive

Committees

The Currys plc Board is supported by five committees: Audit Committee, Disclosure Committee, Nominations Committee, Remuneration Committee and the Environment, Social and Governance Committee. The Board delegates clearly defined responsibilities to its committees as set out in each committee’s Terms of Reference. The Board’s committees are each comprised of directors of the Currys plc Board, with the exception of the General Counsel and Company Secretary who is a member of the Disclosure Committee.

• Audit Committee
  • The Audit Committee oversees the financial reporting, internal controls and the relationship with the external auditor.
  • Members:
    • Fiona McBain (Chair)
    • Eileen Burbridge MBE
    • Gerry Murphy
    • Adam Walker
  • The Audit Committee’s Terms of Reference can be found here.
• Disclosure Committee
  • The Disclosure Committee oversees the procedures and controls for the identification and disclosure of price sensitive information.
  • Members:
    • Bruce Marsh (Chair)
    • Alex Baldock
    • Nigel Paterson
  • The Disclosure Committee’s Terms of Reference can be found here.
• Environment, Social and Governance (‘ESG’) Committee
  • The ESG Committee approves the Group’s ESG strategy and oversees the delivery of it and the management of ESG risks and opportunities.
  • Members:
    • Eileen Burbidge (Chair)
    • Tony DeNunzio
    • Magdalena Gerger
    • Octavia Morley
  • The ESG Committee’s Terms of Reference can be found here.
• Nominations Committee
  • The Nominations Committee oversees the composition of the Board and its committees and that a diverse pipeline is in place for succession planning.
  • Members:
    • Ian Dyson (Chair)
    • Tony DeNunzio
    • Magdalena Gerger
    • Octavia Morley
  • The Nominations Committee’s Terms of Reference can be found here.
• Remuneration Committee
  • The Remuneration Committee oversees the remuneration of the Executive Directors and senior management and the structure of remuneration for the workforce.
  • Members:
    • Tony DeNunzio (Chair)
    • Magdalena Gerger
    • Octavia Morley
    • Gerry Murphy
    • Adam Walker
  • The Remuneration Committee’s Terms of Reference can be found here.

Director shareholdings

Directors have the following interests in Currys plc shares as at 1 February 2024.

Issued share capital: 1,133,494,651

An Executive Shareholding Policy is in place. This requires Executive Directors and the senior management team to build up and retain a minimum shareholding in Currys plc.  The shareholding requirement is shares to the value of 250% of base salary for Executive Directors and 100% of base salary for members of the Executive Committee.