The Board is committed to the highest standards of corporate governance.
Our Directors recognise the value and importance of meeting the principles of good corporate governance as set out in the UK Corporate Governance Code (the “Code”)
We report as fully and transparently as possible each year in our annual report and accounts details our compliance with the Code. Our latest annual report can be found here.
Board composition and independence
The DFS Board comprises seven members, the Non-Executive Chairman, independent upon appointment, four Independent Non-Executive Directors and two Executive Directors, fulfilling its independence objectives.
Board Committees
The Board has established and delegated specific responsibilities to the following Committees.
The Audit Committee has responsibility for monitoring of the Company and its subsidiaries’ financial integrity of the financial statements and the involvement of its auditors in that process. It focuses on compliance with accounting policies and ensuring that an effective system of internal financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee meets at least three times a year at the appropriate times in the reporting and audit cycle.
The Audit Committee comprises at least three members who are Independent Non-Executive Directors and is chaired by a member with recent and relevant financial experience.
The Nomination Committee has responsibility for considering and making recommendations to the Board in respect of appointments to the Board and to the Board committees. The Committee is responsible for keeping the structure, size and composition of the Board under regular review, the annual evaluation of the Board performance and for making recommendations to the Board with regard to any changes necessary.
The Nomination Committee is chaired by the Steve Johnson Chair of the Board of Directors' and comprises all of the Independent Non-Executive Directors.
The Responsible and Sustainable Business Committee has responsibility for ensuring the Board has oversight of the Group's Environmental, Social and Governance (“ESG”) strategy.
The terms of reference for the Responsible and Sustainable Business Committee
The Remuneration Committee has responsibility, subject to any necessary Shareholder approval, for the determination of the terms and conditions of employment, remuneration and benefits of each of the Executive Directors and certain other senior executives. Recommending and monitoring the level and structure of remuneration for senior management and the implementation of share option or other performance-related schemes.
The Remuneration Committee comprises at least three members who are Independent Non-Executive Directors. The committee chair has significant experience having previously served on other remuneration committees for at least 12 months as recommended by the Code.
The Company’s remuneration strategy is to provide a remuneration framework that will:
- attract, motivate and retain executives and senior management in order to deliver the Company’s strategic goals and business outputs;
- encourage and support a high performance sales and service culture, ensuring good customer outcomes;
- reward delivery of the Company’s business plan and key strategic goals;
- adhere to the principles of good corporate governance and appropriate risk management; and
- align employees with the interests of Shareholders and other external stakeholders and encourage widespread equity ownership across DFS.
It is intended that salaries and packages that DFS will pay will be broadly in line with those of UK listed companies of a similar size and complexity.
SECTION 430(2B) COMPANIES ACT 2006 DISCLOSURES
John Fallon
- As announced on 17 October 2024, John Fallon informed the Board of his intention not to stand for re-election at the Company’s 2024 AGM and to step down from the Board at the end of that meeting. Consequently John Fallon stepped down as a director on 22 November 2024. John will remain with the Group as Chief Financial Officer until mid-January to ensure an orderly handover. Full details of all the remuneration arrangements in connection with John’s departure are set out below as required by section 430(2B) of the Companies Act 2006. No further payment will be made in connection with his employment or his departure from the business. The payments are in accordance with the Company’s remuneration policy and any payments that John shall receive will be less any required tax withholdings. John will receive salary and contractual benefits (including pension allowance / contributions) in the normal way up to the date he ceases employment in mid-January 2025 (the “Termination Date”).
- He will receive payment in lieu of notice (“PILON”) for the remaining duration of the 12-month notice period after the Termination Date, which will be made in monthly instalments. John is required to take reasonable steps to seek alternative income and instalment payments will be reduced by any amount of alternative income received during the PILON period. He will receive a payment in lieu of accrued but not taken holiday entitlement.
- In respect of the FY25 bonus, the Remuneration Committee will have discretion to consider whether to award John a bonus of up to a pro-rata portion of his bonus entitlement (based on the portion of the financial year elapsed to the Termination Date). Any FY25 bonus will be subject to the Remuneration Committee’s assessment of performance and will be payable at the normal payment date. 25% of any FY25 bonus which is due to John will be subject to deferral into Company shares under the DFS Deferred Share Bonus Plan (“DBP”) and which shall vest after two years.
- John holds unvested awards under the DBP, which, in accordance with the rules of the plan, will remain outstanding and capable of vesting on the normal vesting date as follows:
Grant Date Number of DFS shares under award Normal vesting date 20 October 2023 19,538 20 October 2025 - In accordance with the rules of the plan, John’s awards under the DFS 2015 Long Term Incentive Plan (“LTIP”) will lapse with effect from the Termination Date. John will not be eligible for further awards under the LTIP.
Shareholding Requirement - John is required to comply with the Company’s post-cessation shareholding requirements; maintaining his current shareholding for a period of two years after the Termination Date including his unvested DBP awards (on a net of tax basis)]. [John’s current shareholding, for these purposes, includes shares beneficially owned, as well as his unvested DBP awards (on a net of tax basis). John will be permitted to sell sufficient shares to cover any tax liability on vesting of these awards.
Full details of all payments made to and receivable by John Fallon will be disclosed in the Directors’ Remuneration Report within the Company’s Annual Report and Accounts for the year ending 30 June 2025, and subsequent years, as appropriate.
SECTION 430(2B) COMPANIES ACT 2006 DISCLOSURES
Loraine Martins
No further payments are due to Loraine Martins following her stepping down from the Board on 31st July 2024. Loraine has received her fees to date, details of which will be included in the Directors’ Remuneration Report section of the 2024 Annual Report and Accounts.