Board of Directors

  • responsible for the overall leadership and corporate governance of the Group
  • sets the Group’s values and standards
  • approves the Group’s strategic aims and objectives
  • approves major changes to the Group’s corporate or capital structure
  • approves business plans and the annual operating and capital expenditure budgets
  • monitors and reviews performance, internal control systems, risk management and compliance with statutory and regulatory obligations
  • delegates specific responsibilities to its principal committees, namely, the Executive Committee, the Audit & Risk Committee, the Remuneration Committee and the Nomination Committee. Each of these committees operates within defined terms of reference

Executive Committee

  • assists the Chief Executive in the performance of his duties and is responsible for the day to day management of the operations of the Group
  • recommends and oversees the successful execution of the objectives and strategy for the Group
  • presents and oversees the achievement of the Group’s budgets and plans
  • sets and monitors performance against targets, objectives and key performance indicators
  • optimises the adequacy and allocation of the Group’s resources

The Audit & Risk Committee

  • reviews and monitors the financial integrity of the financial statements of the company
  • determines and reviews the company’s overall risk tolerance in the context of achieving the company’s strategic objectives
  • monitors and reviews the internal control systems including risk management systems and periodically carries out an assessment of the scope, adequacy and effectiveness of those systems
  • reviews current risk exposures and any mitigation activities
  • reviews internal audit work plans and reviews and monitors management’s responsiveness to the findings and recommendations of the internal auditor
  • monitors and reviews the effectiveness of the internal audit function
  • oversee external audit including agreeing the Statutory Audit Fee and the scope of the Statutory Audit, any Competitive Tender Process and any policy for the pre-approval of permitted Non-Audit Services

The Remuneration Committee

  • sets the directors’ remuneration policy
  • reviews, recommends and monitors the level and structure of remuneration
  • determines the balance between base pay and performance related elements of directors’ remuneration
  • approves the design of, and determines targets for, any performance related pay schemes and approves the total annual payments under such schemes

Nomination Committee

  • reviews the structure, size and composition (including the skills, knowledge, experience, diversity and independence) of the Board and makes recommendations to the Board with regard to any changes
  • makes recommendations to the Board with regard to succession plans for directors
  • identifies and nominates for Board approval, candidates to fill vacancies on the Board
  • reviews the results of the Board performance evaluation process
  • makes recommendations to the Board concerning membership of the committees of the Board
Governance Structure

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