Stratstone JLR Cardiff Exterior

Corporate Governance

Pendragon is committed to the highest standards of corporate governance and has a number of committees in place to ensure our business is well-managed, with effective oversight and control. 

Achieving long-term success through high standards and a clear vision

We are committed to maintaining the highest standards of corporate governance across our business. Our Board of Directors are collectively responsible for our long-term success and ensuring that we operate to governance which serves our best interests.

Pendragon complies with the main principles and specific provisions of the UK Corporate Governance Code. We have adopted a number of policies which further advance our corporate governance standards and statutory compliance.

The Board delegate certain responsibilities to our Board Committees. These groups work on key areas of responsibility and are each made up entirely of non-executive directors.

Audit Committee
  • Mr B Small (Chair)
  • Mr M D Wright
  • Mr D Exler
  • Ms N Flanders

The key responsibilities of the Audit Committee are:

  • Monitors the integrity of the financial statements and formal announcements
  • Reviews and approves the Annual Report and Accounts for adoption by the Board
  • Recommends to the Board the selection of the external auditor, its terms of appointment and monitors its effectiveness and independence
  • Governs policy for the allocation of non-audit work to the audit firm
  • Reviews internal controls and risk management
  • Monitors the effectiveness of the internal audit function
  • Reviews and monitors whistleblowing arrangements

 Audit Committee Terms of Reference

 Policy on the use of External Auditors

Nomination Committee
  • Mr M D Wright (Acting Chair)
  • Mr B Small
  • Mr D Exler
  • Ms N Flanders

The key responsibilities of the Nomination Committee are:

  • Reviews the Board's size, structure, composition and leads recruitment to Board positions
  • Undertakes annuals Board performance evaluation
  • Satisfies itself on the company's refreshing of Board membership and succession planning

 Nomination Committee Terms of Reference

Remuneration Committee
  • Mr M D Wright (Chair)
  • Mr B Small
  • Mr D Exler
  • Ms N Flanders

The key responsibilities of the Remuneration Committee are:

  • Determining the policy for executive director remuneration and setting remuneration for the chairman, executive directors, the company secretary and senior management
  • Reviews workforce remuneration and related policies and the alignment of incentives and rewards with culture. Taking these into account when setting executive director remuneration
  • Ensures that executive directors are provided with appropriate incentives which align their interests with those of shareholders, encourage enhance performance in the short and medium term, as well as achievement of the company's longer term strategic goals
  • Determines targets for any performance related pay schemes
  • Seeks shareholder approval for triannual renewal of remuneration policy and any long-term incentive arrangements

 Remuneration Committee Terms of Reference

 Remuneration Policy

Chairman Roles and Responsibilities
  • Mr W Berman (acting interim chairman)

The Chairman is responsible for the leadership of the Board and ensuring its effectiveness in all aspects of its role, including the good governance of the company and the effective operation of its committees.

 Roles and Responsibilities 2020-2021

Senior Independent Director
  • Mr D Exler

The role of Senior Independent Director (SID) is to support the Chairman in their role, acting as an intermediary for the non-executive directors when necessary. The SID is available to shareholders to address any concerns or issues they feel have not been adequately dealt with through the usual channels of communication.