Governance

Board Committees

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In keeping with best practice, our Board oversee the Group’s worldwide operations through a unitary Board and five separate Committees – Audit, Nominations, Remuneration, SHESEC and Disclosure.

Audit Committee

The Audit Committee supports the Board in fulfilling its responsibilities in reviewing the effectiveness of the company’s financial reporting, internal controls and risk management.

Audit Committee members

Margherita Della Valle - Non-Executive Director - Chairman

Stephen Hester - Senior Independent Director

Lesley Knox - Non-Executive Director

Steve Pusey - Non-Executive Director

Download the Audit Committee Terms of Reference

Auditors

Centrica's Auditor, PricewaterhouseCoopers LLP, are subject to annual reappointment by shareholders following recommendation from the Audit Committee and were last re-appointed by shareholders at the Annual General Meeting held in April 2016.

Following the conclusion of a formal tender process led by Centrica’s Audit Committee, Centrica’s Board has approved the proposed appointment of Deloitte LLP as the Company’s auditor for the financial year commencing 1 January 2017. This appointment remains subject to approval by shareholders at the Annual General Meeting to be held on 8 May 2017.

Download the Audit Committee's policy on the independence of external auditors

Nominations Committee

The Nominations Committee ensures there is a formal and appropriate procedure for the appointment of new Directors to the Board.

Nominations Committee members

Rick Haythornthwaite – Chairman - Chairman

Margherita Della Valle - Non-Executive Director

Joan Gillman - Non-Executive Director 

Stephen Hester - Senior Independent Director

Lesley Knox - Non-Executive Director

Carlos Pascual - Non-Executive Director

Steve Pusey - Non-Executive Director

Scott Wheway - Non-Executive Director

Download the Nominations Committee Terms of Reference

Remuneration Committee

The role of the Remuneration Committee is to determine and make recommendations to the Board on the Company’s framework and policy for the remuneration of the Chairman of the Board, the Company’s Executive Directors and other senior executives.

Remuneration Committee members

Lesley Knox - Non-Executive Director - Chairman

Margherita Della Valle - Non-Executive Director 

Carlos Pascual - Non-Executive Director

Scott Wheway - Non-Executive Director

Download the Remuneration Committee Terms of Reference

Safety, Health, Environment, Security and Ethics Committee (SHESEC)

The SHESEC supports the Board in fulfilling its responsibilities in reviewing the effectiveness of the risks in the following areas:

  • People: Engagement, Culture and Behaviours;
  • Sourcing and Supplier Management;
  • Infrastructure, Equipment and Practices affecting Health, Safety, Environment and Security;
  • Information Systems Security, together with the Audit Committee; and
  • Legal, Regulatory and Ethical Standards Compliance, together with the Audit Committee.

SHESEC members

Steve Pusey - Non-Executive Director - Chairman

Margherita Della Valle - Non-Executive Director

Joan Gillman - Non-Executive Director 

Carlos Pascual - Non-Executive Director

Scott Wheway - Non-Executive Director

Download the SHESEC Terms of Reference

Disclosure Committee

The Disclosure Committee is responsible for the implementation and monitoring of systems and controls in respect of the management and disclosure of inside information and for ensuring that documents issued by the Company comply with applicable legal or regulatory requirements.

Disclosure Committee Members

Iain Conn - Group Chief Executive – Chairman

Jeff Bell - Group Chief Financial Officer

Grant Dawson - Group General Counsel & Company Secretary

Download the Disclosure Committee Terms of Reference

 

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