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.
Corporate and governance structure
Wolseley plc, a Jersey registered company tax resident in Switzerland, is the parent company of the Wolseley Group.
Board and Committee structure
To maintain Wolseley’s tax residence in Switzerland, the majority of Board meetings must be held there. To maintain the benefits of that tax residence, no meeting requiring decisions of a strategic or substantive nature must be held in 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.
Compliance with the Code
Wolseley plc is listed on the London Stock Exchange, and is therefore subject to the Listing Rules of the Financial Services Authority. It complies with the provisions of the UK Corporate Governance Code (the “Code”) and relevant institutional shareholder guidelines.
Although, as a Jersey incorporated company, Wolseley plc is not subject to the UK Companies Act, we retain our strong commitment to high standards of governance and corporate responsibility. Therefore, the Board considers it appropriate to provide shareholder safeguards which are similar to those that apply to a UK registered company.
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.