Corporate governance

Good corporate governance from the Board down through the business units ensures the right decision-making processes, controls and information to drive strategy and deliver long-term shareholder value. 

The principal governance framework applying to Rentokil Initial plc (the Company) is the UK Corporate Governance Code (the Code), most recently published in April 2016. The Corporate Governance Report within the 2016 Annual Report contains details of how we have applied the main principles of the Code during 2016. The Company has complied throughout 2016 with the requirements of the Code. 

On this page you will find further information on the Company's corporate governance policies and procedures.

1 – The Board

The role of the Board

The Board is collectively responsible for the long-term success of the Company by creating value for shareholders and always acting in their interests. It assesses whether the necessary financial and human resources are in place to enable the Company to meet its objectives as well as ensuring that it takes into account safety, environmental and social factors when reviewing operations and taking decisions.

Specifically the Board must;

  • provide entrepreneurial leadership;

  • understand and monitor risk;

  • develop the business model, consider and approve strategy, approve annual operating plans and major transactions;

  • ensure the adequacy of management resources and make executive appointments including that of Chief Executive;

  • challenge and support executive management, oversee the governance process and the control framework; and

  • report to shareholders and be accountable to them.

A schedule of the matters reserved for the Board's attention is reviewed annually and was most recently reviewed in December 2016. The schedule sets out the Board's ultimate responsibility for the Group's strategy, operations and risks and reserves to the Board power to approve a range of decisions of a significant nature. 

The schedule can be downloaded here.

Composition of the Board

  • John McAdam – Chairman

  • Andy Ransom – Executive Director

  • Jeremy Townsend – Chief Financial Officer

  • Richard Burrows – Non-Executive Director

  • Christopher Geoghegan – Non Executive Director and Senior Independant Director

  • Angela Seymour-Jackson – Non-Executive Director

  • Julie Southern – Non-Executive Director

Click here for details of our Board of Directors.

2 – Board committees

The principal Board committees are:

Membership of the Audit and Remuneration Committee is reviewed by the Nomination Committee and recommendations are made by the Nomination Committee to the Board.

Audit Committee

Membership

Julie Southern (Chair)
Chris Geoghegan

Role of the Committee

The Audit Committee assists the Board in its oversight and monitoring of financial reporting, risk management and internal controls. The committee's focus is to review and challenge in these areas both with management and with internal and external auditors. Further details on the Committee and its role during the last year are provided in the Corporate Governance section of the Annual Report. 

The Audit Committee's terms of reference

Click here to download the Audit Committee's terms of reference.

Provision of non-audit services by the external auditors.

Click here to download the Group's policy for the provision of non-audit services by the external auditors.

Nomination Committee

Membership

John McAdam (Chairman)
Richard Burrows
Chris Geoghegan
Angela Seymour-Jackson
Julie Southern

Role of the Committee

The Committee has delegated authority from the Board as set out in its terms of reference below. The primary purpose of the Committee is to ensure that a regular, rigorous and objective evaluation of the structure, size, composition, balance of skills, knowledge and experience of the Board is undertaken and to recommend any changes to the composition of the Board and its Committees and to instigate and manage recruitment processes. Further details on the Committee and its role during the last year are provided in the Corporate Governance section of the Annual Report

The Nomination Committee's terms of reference

Click here to download the Nomination Committee's terms of reference.

The Remuneration Committee

Membership

Chris Geoghegan (Chairman)

Richard Burrows
Angela Seymour-Jackson

Role of the Committee

In summary, the role of the Committee is to determine and agree with the Board the policy, individual remuneration packages and performance targets (where appropriate) for the remuneration of the Chairman of the Company, the Executive Directors and other members of the Company's Executive Leadership Team giving full regard to the matters set out in the UK Corporate Governance Code (the Code). When determining policy, the Committee shall consider the pay and conditions across the rest of the Company. The Committee's role also includes ensuring that contractual terms on termination affecting Executive Directors and senior Executives, and any payments made, are fair to the individual and to the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognised. Further details on the Committee and its role during the last year are provided in the Corporate Governance section of the Annual Report.

The Remuneration Committee's terms of reference

Click here to download the Remuneration Committee's terms of reference.

Directors' Remuneration Policy 
The current Directors' Remuneration Policy was approved by shareholders at the Company's AGM on 11 May 2016.


Click
here to download a copy of the policy.

3 – Memorandum and Articles of Association

Click here for a PDF of the Memorandum and Articles of Association.

4 – Non-Executive Director Letter of Appointment Proforma

Click here for a PDF of the Non-Executive Director Letter of Appointment Proforma.

5 – Executive Directors' service agreements

Click here for a PDF of the Chief Executive service agreement.

Click here for a PDF of the Chief Financial Officer service agreement.

6 – Chairman's Letter of Appointment

Click here for a PDF of the Chairman's Letter of Appointment.