Logo
GBp 299.40 -14.00
  • Customer websites
    • UK Bus
    • UK Coach
    • Spain - ALSA
    • Morocco - ALSA
    • National Express Germany
GBp 299.40 -14.00
Back
Menu x
  • About us
    • About us
    • Key facts
    • Our businesses
      • Our businesses
      • UK
      • ALSA
      • North America
      • Germany
      • Bahrain
    • Our business model
    • Our strategy
    • Our markets
      • Our markets
      • Industry links
    • Our management
    • Our history
    • Corporate governance
      • Corporate governance
      • Governance framework
        • Governance framework
        • Chairman and Group Chief Executive’s Responsibilities
      • Governance in Practice
        • Governance in Practice
        • Safety - Our number one priority
        • Board in action - Engaging with the workforce
      • Board and Committees
        • Board and Committees
        • Board
        • Audit Committee
        • Nominations Committee
        • Safety and Environment Committee
        • Remuneration Committee
      • Remuneration
        • Remuneration
        • Remuneration consultants
      • Risk and Risk Management
        • Risk and Risk Management
        • Prioritising and reporting risks
        • Macro/External Risks
        • Strategic Risks
        • Operational Risks
    • Modern Slavery Statement
  • Our way
    • Our way
    • Our Vision, Purpose and Values
    • Case studies
      • Case studies
    • Excellence
      • Excellence
      • Excellence Recognition and Awards
    • Safety
      • Safety
      • Safety systems
      • Safety performance
      • Statement on Old Tyres
    • Customer
    • People
    • Community & Environment
      • Community & Environment
      • Managing our community engagement
      • Charity support
    • Environment, Social and Governance
      • Environment, Social and Governance
      • SASB priorities
      • Environmental
        • Environmental
        • Environmental performance
        • Greenhouse gas emissions 2020
        • Streamlined Energy and Carbon Reporting
      • Social Capital - Community
      • Social Capital - Safety
      • Social Capital - Customers
      • Human Capital
      • Governance
      • Task Force on Climate-related Financial Disclosures
    • National Express Foundation
      • National Express Foundation
      • 2019 second-round community award winners
      • 2019 second-round educational institution award winners
      • 2019 first-round community award winners
      • 2019 first-round educational institution award winners
      • 2018 second-round community award winners
      • 2018 second-round educational institution award winners
      • 2018 first-round community award winners
      • 2018 first-round educational institution award winner
      • 2017 community award winners
      • 2017 educational institution award winners
      • 2016 community award winners
      • 2016 educational institution award winners
      • 2015 community award winners
      • 2015 educational institution award winners
      • 2014 community award winners
      • 2014 educational institution award winners
      • 2013 community award winners
      • 2013 educational institution award winners
      • 2012 award winners
    • Suppliers
      • Suppliers
      • Ethical sourcing
      • New opportunities
      • Supplier site safety
    • Policies
      • Policies
      • Health & Safety Policy
      • Equal Opportunities & Diversity Policy
      • Workplace Rights Policy
      • Whistleblowing Policy
      • Anti-Bribery and Corruption Policy
      • Disability Statements
      • Group Environmental Policy
      • Human Rights Policy
      • Purchasing Policy
      • Modern Slavery Policy
      • Tax Strategy
      • Pensions Statement
  • Investors
    • Investors
    • Understanding National Express Group
      • Understanding National Express Group
      • A rapidly changing market
      • Our markets
      • Business model
        • Business model
        • Where we operate
      • Our strategy
      • KPIs
    • 2020 in review
      • 2020 in review
      • An unprecedented year
      • Our response to Covid-19
      • Introducing our CEO
      • Chairman’s statement
      • Operating Review
      • Financial Review
      • Business review
        • Business review
        • ALSA
        • North America
        • UK
        • Germany
      • Download centre
    • Financial overview
      • Financial overview
      • Group Income Statement
      • Group Balance Sheet
      • Group Cash Flow Statement
      • Five Year Summary
    • Debt information
    • Corporate news
    • Regulatory news
      • Regulatory news
      • Subscribe to regulatory news
    • Results
    • Reports
      • Reports
    • Presentations
    • AGM
    • Share price information
      • Share price information
      • Share price chart
      • Share price calculator
      • Share price history
      • Share price alerts
    • Shareholder centre
      • Shareholder centre
      • Shareholder electronic communications
      • Registrar details
      • Download forms
      • Share dealing service
      • Dividend information
      • Shareholder FAQs
      • Warning to Shareholders
      • Shareholder privacy notice
    • Financial Calendar
      • Financial Calendar
    • Analysts
    • Investor relations contacts
  • Media
    • Media
    • News across the Group
    • Corporate news
    • Social Hub
    • Email updates
    • Awards
    • Image library
    • Video library
    • Filming Policy
    • Media contacts
  • Careers
    • Careers
    • Our People
      • Our People
      • Global People Standards
    • Job Opportunities
    • Employee Policies
      • Employee Policies
      • Equal Opportunities & Diversity Policy
      • Health & Safety Policy
      • Workplace Rights Policy
    • Graduate opportunities
      • Graduate opportunities
      • About our businesses
      • What our graduates say
  • Customers
    • Customers
    • Plan a journey & buy tickets
    • Our policies
      • Our policies
      • Health & Safety
      • Disability statements
      • Group Environment policy
      • Human Rights policy
    • Customer contacts
    • Follow us
  • Quick find
    • National Express Foundation  
    • Case Studies  
    • Environment  
    • Charity Support  
    • Vision & Values  
    • Our businesses  
    • History  
    • Management  
    • Key facts  
    • Strategy  
    • Annual Report  
    • Share price  
    • Shareholder information  
    • Results  
    • Financial Calendar  
  • Key facts
  • Our businesses
  • Our business model
  • Our strategy
  • Our markets
  • Our management
  • Our history
  • Corporate governance
    • Governance framework
      • Chairman and Group Chief Executive’s Responsibilities
    • Governance in Practice
    • Board and Committees
    • Remuneration
    • Risk and Risk Management
  • Modern Slavery Statement
  • Home
  • About us
  • Corporate governance
  • Governance framework

Governance framework

Board and Committee structure

Below is the Company’s governance framework which provides an overview of the roles, responsibilities and reporting lines of the Board and its Committees. 

Shareholders

The owners of the Company and the persons to whom the Board is ultimately responsible.

Chairman

Responsible for the overall leadership and governance of the Board and ensuring that it operates effectively through productive challenge and debate.

Board

Collectively responsible to the Company’s shareholders for the long-term sustainable success of the Company, by providing effective leadership, establishing the Company’s Purpose and Values and monitoring its culture, setting the Company’s strategy and overseeing its delivery within a framework of internal controls, setting the Company’s risk appetite and reviewing its principal and emerging risks and taking other decisions reserved to it. Board members act for the benefit of shareholders while taking into account the interests of a range of other stakeholders and other factors in accordance with their duties, including under section 172(1) of the Companies Act 2006.

Board Committees

Committees operate under the delegated authority of the Board and within formal terms of reference. Their key responsibilities are set out below:

  • Nominations Committee: Reviews the structure, size, composition and effectiveness of the Board and its Committees. Oversees succession planning for the Board and Senior Management, the development of talent and the promotion of diversity, and makes recommendations to the Board for the nomination of new Directors
  • Audit Committee:Reviews and monitors the Group’s financial accounting and reporting processes and the integrity of published financial statements. Reviews the Group’s system of internal control, including the effectiveness of its internal audit function and the independence and effectiveness of its external auditor
  • Safety & Environment Committee: Reviews and monitors the Group’s strategies, policies and standards, and its risk exposures and opportunities, in relation to safety and environmental matters and the Group’s performance of such matters.
  • Remuneration Committee: Reviews and recommends to the Board the framework and policy for the remuneration of the Chairman, Executive Directors and Senior Management. Makes decisions within that framework and implements that policy.
  • Disclosure Committee: Maintains governance procedures and controls for the identification, treatment and disclosure of inside information in accordance with applicable laws and compliance of disclosed information with the UK Listing Rules.

Board Executive Committee

A Committee comprised of the Group Chief Executive Officer and Group Chief Financial Officer operating under the delegated authority of the Board and within formal terms of reference. It acts to review and approve various executive matters, including bids and contracts, acquisitions and disposals, financing arrangements, and capital and operating expenditure below the levels reserved to the Board.

Group Executive Committee 

An advisory and reporting body to the Group Chief Executive Officer comprised of divisional management and Group heads of function. It acts to review and oversee the safety, operational and financial performance of the Group and discuss, formulate and approve proposals for onward consideration by the Board or its Committees.

Setting the agenda

The Chairman and Company Secretary are responsible, in consultation with the Group Chief Executive Officer and Chairs of the Committees, for maintaining a scheduled 12-month programme of business for the Board and its Committees, with flexibility for additional business to be discharged as required. The programme ensures that all necessary matters are covered and appropriate time is given for discussion and, if thought fit, approval of relevant business.

At each scheduled Board meeting, the Board rigorously reviews reports from the Executive Directors, the Group General Counsel and the Company Secretary on the Company’s safety, operating and financial performance, investor relations, legal compliance and corporate governance. Other regular Board agenda items include strategic proposals (including those relating to acquisitions and disposals, bids for contracts and capital allocation), risk management (including reviews of risk appetite and risk registers), tax and treasury updates, human capital updates (including on employee relations, talent development and diversity promotion) and workforce and stakeholder engagement. Committee Chairs also provide summaries of the main decisions and recommendations arising from Committee meetings to ensure nonmembers are kept up to date with the work undertaken by each Committee.

Board decision-making

The Board has a formal schedule of matters reserved for its approval, which matters include: strategy, risk appetite and review of Group-wide principal and emerging risks; major acquisitions and disposals (above certain values); bids and contracts (above certain values); share capital changes and debt financing; review of financial results and approval of business plans and budgets; setting and changes to key corporate policies; Board and Committee membership; and corporate governance arrangements. Other responsibilities and authorities have been delegated by the Board to its standing Committees, comprising its Nominations, Audit, Remuneration, Safety & Environment, Executive and Disclosure Committees. Any matters outside of these fall within the responsibility and authority of the Group Chief Executive Officer and/or Group Chief Financial Officer. The schedule of matters reserved to the Board and the terms of reference of each Committee, which are reviewed and approved by the Board annually, can be found on the Company’s website at: www.nationalexpressgroup.com

Section 172 of the Companies Act

In accordance with Section 172(1) Companies Act 2006, the Company’s Directors must act in a way that they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

  • Long term consequences
  • Employees
  • Other stakeholders
  • Reputation
  • Community and environment
  • Reputation
  • Acting fairly between shareholders

The Board’s decisions are naturally made only after careful consideration of all relevant factors which include, but are not limited to, those specified in Section 172(1) Companies Act 2006. In a year dominated by the challenges of the Covid-19 pandemic, many of the Board’s principal decisions were taken in direct response to those challenges and the table here demonstrates which factors were considered and how those factors influenced the decisions taken.

Board & Committees

  • Board
  • Audit Committee
  • Nominations Committee
  • Safety & Environment Committee
  • Remuneration Committee

Corporate Governance 2020

  • Governance Report (3 Mb PDF)
Homepage Banner 2020 620X340 Homepage Banner 2020 620X340
National Express Group

National Express Group is a leading public transport operator with bus, coach and rail services in the UK, Continental Europe, North Africa, North America and the Middle East. Passengers made 579 million journeys on our services in 2020.

National Express Group PLC is a company registered in England and Wales, whose registered office is National Express House, Birmingham Coach Station, Mill Lane, Digbeth Birmingham, B5 6DD. Registered No: 2590560.

Quick Links
  • Home
  • About us
  • Our Way
  • Investors
  • Media
  • Careers
  • Customers
  • Modern Slavery Statement
Site tools
  • Contact us
  • Cookie Policy
  • Privacy Centre
  • Sitemap
  • Alert service
  • RSS feed
Keep in touch
British Quality Foundation