Corporate Governance

On these pages you will find information about the company's Corporate Governance policies and procedures.

The Board

The board is collectively responsible to shareholders for the long-term success of the company by directing and supervising the affairs of the company. It is accountable to shareholders for the company’s strategic aims, risk management and performance. The chief executive has delegated authority from the board to manage the company, subject to the strategic direction of the board. He is also responsible for the achievement of the objectives set by the board and for preparing, developing and implementing an overall strategy to enable the company to achieve such objectives. The members of the Executive Committee assist the Chief Executive in supporting the delivery of the strategy. Strong leadership and strong corporate governance are integral parts of Debenhams corporate culture and the board leads by example.

Composition of the board

  • Terry Duddy, Interim Chairman & Senior Independent Non-Executive Director
  • Rachel Osborne, Chief Financial Officer
  • Stephen Ingham, non-executive director
  • Lisa Myers, non-executive director
  • Nicky Kinnaird, non-executive director
  • David Adams, non-executive director

Independent non-executive directors

The board regards all of the non-executive directors to be independent non-executive directors.

Board Meetings

In order for the board to have a clear line of sight into the performance of the business, each board meeting typically includes operational reports from the members of the Executive Committee and an update on the execution of the strategy, with deep dives on selected projects. Presentations are requested by the board on an ad hoc basis from the the trading divisions and other business areas including investor relations, treasury, taxation, health and safety and human resources. The board is provided with regular updates on governance and on the key Group risks ensuring that the risk management framework and profile supports the business strategy. A separate strategy meeting is held each year. The board also considers and approves, where appropriate, major Company decisions, as set out in the formal schedule of matters reserved to it, such as approval of the operating plan and any material changes, approval of the annual and interim reports of the Company and all preliminary announcements of results, approval of the dividend policy, determination of the interim dividend and the recommendation (subject to the approval of shareholders in general meeting) of the final dividend and approval of any new stores. Operational decisions are delegated to the Executive Committee.

Board Committees

The principal board committees are:


Performance Evaluation

The board undertakes an annual evaluation of its own performance and that of its committees and individual directors. The directors complete appraisals on matters relevant to the board, committee and director performance. A report is presented to and reviewed by the board.

Relations With Shareholders

The board is responsible for ensuring that the Company maintains a satisfactory dialogue with shareholders. The Interim Chairman is always available to major shareholders. Formal trading updates are given to the market on four occasions during the year. Following each of these announcements, conference calls are held with shareholders and analysts and after the full year and interim results a presentation is made to the shareholders and analysts. Analysts or brokers' briefings are circulated to the board. A programme of meetings and conference calls is also organised at appropriate times during the year at which the Chief Executive and Chief Financial Officer comment on Company performance and respond to any issues raised by investors. In addition Debenhams arranges visits to its stores for analysts and shareholders and holds regular Capital Markets days in order to explain aspects of business performance and strategy.

Audit Committee

David Adams chairs the Audit Committee. Its other members are Terry Duddy and Lisa Myers. All members of the Committee have business and financial expertise. The Chairman is a chartered Management accountant with recent and relevant financial experience.

Audit Committee meetings are also attended by the Chief Executive, the Chief Financial Officer, the Company Secretary and the external auditors, Ernst Young LLP. The Committee also meets without the presence of management with both the external and internal auditors.

After each meeting the chairman reports to the board on the matters discussed and raises with the appropriate executive director any issue of concern. The minutes of the meetings are circulated to all directors.

Terms of reference of the Audit Committee of the Board of Directors

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Remuneration Committee

The Remuneration Committee is chaired by Nikki Kinnard and its other members are Terry Duddy, Stephen Ingham and David Adams. All the members of the Committee are independent non-executive directors and have no personal financial interest, other than as shareholders, in the matters to be decided. The Company Secretary is secretary to the Committee.

The Committee's duties include determining all elements of the remuneration of the executive directors and the Company Secretary, considering succession planning for senior management, reviewing the remuneration policy and overseeing the operation of the Company's share schemes.

The Committee has appointed Deloitte LLP to provide it with independent advice on directors' remuneration and share plans. Deloitte LLP also provides industry and comparative employee remuneration data to Debenhams' management. The Committee also consults with the Company's Chairman, Chief Executive, Chief Financial Officer and Human Resources Director but not on matters relating to their own compensation or contracts.

The Remuneration Committee considers data from Deloitte LLP about total remuneration in other comparable companies and the elements of that total remuneration, in order to inform its consideration of the remuneration of Company executives.

Terms of reference of the Remuneration Committee of the Board of Directors

Remuneration Policy

We attach a link to the Debenhams’ directors’ remuneration policy which was approved by shareholders at the Annual General Meeting held on 11 January 2018.

Remuneration Policy

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Nomination Committee

Terry Duddy chairs the Nomination Committee. The other member is David Adams. Its main obligation is to lead the process for board appointments and make recommendations to the board. As part of this role the Committee considers on a regular basis the balance of skills, knowledge and experience on the board.

The Committee is satisfied that it has the appropriate balance on the board; their skills and experience are broad and diverse, encompassing substantial retail expertise amongst the Chairman and executive team, and diverse skills in running other successful companies amongst the non-executive directors.

Terms of reference of the Nomination Committee of the Board of Directors

Public Tax Statement

We attach a link to the Debenhams tax statement published December 2018 in accordance with paragraph 16(2) Sch19 FA2016.

Debenhams Public Tax Statement December 2018

Modern Slavery

Respecting human rights across our global reach is a fundamental part of our company ethics and integrity. We have followed the UN Guiding Principles on Business and Human Rights in order to judge our salient issues and associated risks to our business as an international retailer. We welcome the UK government’s Modern Slavery Act of March 2015 and fully support this legislation, which will help create a level playing field across industry and supply chains. We have already incorporated additional clauses into our supplier conditions of trading, business policies and code of conduct and in due course will publish our Human Rights policy, providing relevant training to employees and our global supply base.

We promote and respect human rights through policy, stakeholder dialogues and participate in various industry forums and working groups. On 30 March 2015, we held a supplier conference at our head office for all UK suppliers and factories to introduce the Modern Slavery Act. We require our UK supply base to attend workshops on a new initiative of which we are a founding member, alongside other major UK retailers, called Fast Forward. This is to introduce a new audit model, the methodology and preparatory requirements, which at present replaces the industry standard Smeta audit for the UK supply base. We continue to use the Smeta audit methodology globally.

Follow the link below to view our Modern Slavery Statement and Human Rights Policy

Modern Slavery Statement 2018

Modern Slavery Statement 2017

Modern Slavery Statement 2016

Human Rights Policy

Non-Financial Reporting Regulations

We attach a link to a table which is intended to help stakeholders understand Debenhams position on environmental matters, employees, human rights, social matters and anti-bribery anti-corruption.

Board Statements NFR

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