Corporate governance report

The Board is responsible for the Group’s system of corporate governance and is committed to maintaining high standards. For the period under review, Home Retail Group plc has complied fully with the main and supporting principles set out in Section 1 of the Combined Code on Corporate Governance published by the Financial Reporting Council in June 2006 (‘the Code’).

The Company has fully complied with the remainder of the Code during the period under review by applying its principles as follows.

The Board

The Board consists of the chairman – Oliver Stocken‚ chief executive – Terry Duddy, finance director – Richard Ashton, and three non–executive directors: John Coombe (the senior independent director), Andy Hornby and Penny Hughes. The biographical details of the directors are shown in the Board of Directors and Operating Board section.

The three non-executive directors are all determined by the Board to be independent and there are no relationships or circumstances which could affect, or appear to affect, a non-executive director’s judgement. They are appointed for three-year renewable terms. The Board is satisfied that the chairman’s other Board appointments and commitments do not place constraints on his ability to fulfil properly his role as chairman of Home Retail Group. The chairman maintains an office at Home Retail Group’s registered office in Milton Keynes and is available as needed to carry out his responsibilities.

The Board has six scheduled meetings each year and meets more frequently, as required. During the year, in addition to the scheduled meetings, a meeting to review strategy and three telephone conferences were held. The chairman has also met with the non-executive directors without the executive directors present.

The time commitment expected of non-executive directors is not restricted to meetings of the Board and Board committees. They are available for consultation on specific issues related to their particular fields of expertise and additional time is spent visiting the Group’s businesses, distribution centres and stores and meeting informally with the chairman, executive directors, and senior management. The chairman also attends management conferences.

There is a formal schedule of matters specifically reserved to the Board. The Board has responsibility for:

• the overall management of the Group, approval of the Group’s long–term objectives and commercial strategy, and the review of performance, ensuring that any necessary corrective action is taken;
• the approval of preliminary announcements of half-yearly and final results, including dividends, and the annual report and accounts, including the corporate governance statement, remuneration report and statement on internal controls;
• the approval of documentation to be put forward to shareholders at general meetings and all circulars and prospectuses other than routine documents;
• the approval of all appointments to the Board and of the company secretary, following recommendations by the nomination committee, ensuring adequate succession planning for the Board and senior management, and approving the terms of reference of the Board committees; and
• determining the responsibilities of the chairman and of the chief executive.