Investors

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 July 2018. The Corporate Governance Report within our Annual Report contains details of how we have applied the main principles of the Code during the year.

On this page you will find further information on the Company's corporate governance framework 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 2022. 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

Richard Solomons – Chair
Andy Ransom – Chief Executive
Stuart Ingall-Tombs – Chief Financial Officer
David Frear - Non-Executive Director
Sally Johnson - Non-Executive Director
Sarosh Mistry – Non-Executive Director
John Pettigrew - Senior Independent Director and Non-Executive Director
Cathy Turner – Non-Executive Director
Linda Yueh – Non-Executive Director

Click here for details of our Board of Directors.

2 – Board committees

The principal Board committees are:

The Audit Committee
The Nomination Committee
The Remuneration Committee

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

Sally Johnson (Chair)
John Pettigrew
Linda Yueh

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

Richard Solomons (Chair)
Brian Baldwin
David Frear
Sally Johnson
Sarosh Mistry
John Pettigrew
Cathy Turner
Linda Yueh

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.

Remuneration Committee

Membership

Cathy Turner (Chair)
Brian Baldwin
David Frear
Sarosh Mistry
Linda Yueh

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 Chair 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 8 May 2024.

Click here to download a copy of the policy.

3 – Articles of Association

Click here for a PDF of the 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 – Chair's Letter of Appointment

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

6 – Board Diversity Policy

Click here for a PDF of the Board Diversity Policy.