Governance and ethics
The Board is committed to the highest standards of corporate governance.
We believe that good governance comes from an effective Board which provides strong leadership to the Company and engages well with both management and stakeholders. The clear division of responsibilities within Wolseley’s governance structure ensures constructive relationships and enables the Board to work collaboratively.
Corporate and governance structure
Wolseley plc, the parent company of the Wolseley Group, is a Jersey registered company and is tax resident in Switzerland. To maintain Wolseley’s tax residence in Switzerland, the majority of Board meetings must be held there and meetings requiring decisions of a strategic or substantive nature are held outside the United Kingdom.
All meetings of the Board and its committees are held outside the United Kingdom. These committees are the Audit Committee, the Remuneration Committee, the Nominations Committee and the Major Announcements Committee.
The Executive Committee, Treasury Committee and Disclosure Committee may meet in the United Kingdom.
The Board may appoint ad hoc committees to facilitate the implementation of its decisions or to consider specific matters in further detail between scheduled meetings. The Board may delegate matters of a substantive nature to a special purpose committee.
Each Director is required to attend all meetings of the Board and Committees of which they are a member. In addition, senior management from across the Group and advisers attend some of the meetings for the discussion of specific items in greater depth.
In order to provide the Board with greater visibility of the Group’s operations, to provide further opportunities to meet senior management and to gain a deeper understanding of local market dynamics, the Board aims to visit at least one of the Group’s business unit locations each year.
Wolseley's governance structure
Compliance with the Code
Wolseley plc has a premium listing on the London Stock Exchange, and is therefore subject to the Listing Rules of the UK Listing Authority. Although the Company (being Jersey incorporated) is not subject to the UK Companies Act, the Board retains its standards of governance and corporate responsibility as if it were subject to the Act. It continues to provide shareholder safeguards which are similar to those that apply to a UK registered company and complies with the provisions of the UK Corporate Governance Code (the “Code”) and relevant institutional shareholder guidelines.
Our corporate governance report, including the reports from the Audit and Remuneration Committees, describes how the Board has complied with the Code’s main principles of good governance, as contained in sections A to E of the Code, and seeks to demonstrate how those principles have been applied during the year under review.