We summarise our approach to corporate governance and remuneration in the governance report.
Any shareholder who would like to see a full account of where we comply or explain in accordance with the UK Corporate Governance Code can click on the check list page or contact our company secretarial department.
The Board maintains a formal schedule of matters specifically reserved for its decision, which is reviewed and approved annually. Take a look at the Schedule of Matters reserved by the board below.
The board has established audit, remuneration, nomination and governance and reputation and responsibility committees which have written terms of reference.
Our audit committee is chaired by Tim Score and its other members are Elizabeth Corley, Vivienne Cox, Linda Lorimer and Lincoln Wallen. Take a look at the charter and terms of reference for our audit committee below.
Our remuneration committee is chaired by Elizabeth Corley and its other members are Josh Lewis, Tim Score and Sidney Taurel. Take a look at the charter and terms of reference for our remuneration committee below.
Our nomination and governance committee is chaired by Vivienne Cox and its other members are Sidney Taurel, Josh Lewis, Harish Manwani, Tim Score and Elizabeth Corley. Take a look at the charter and terms of reference of our nomination and governance committee below.
Our reputation and responsibility committee is chaired by Linda Lorimer and its other members are Vivienne Cox, Lincoln Wallen and Harish Manwani. Take a look at the charter and terms of reference for our reputation and responsibility committee below.
The board has also established a standing committee to approve certain ordinary course of business items. Take a look at the terms of reference for the standing committee below.
Our directors' remuneration policy was reviewed in 2017 to align with the company’s strategy and organisation.
The policy will be put to shareholders for approval at our annual general meeting (AGM) on 5 May 2017.
We continue to operate directors' remuneration in line with the approved 2014 policy until such time as our revised policy is approved by shareholders.
Any statements made by the company regarding payments for loss of office (in accordance with section 430(2B) of the Companies Act 2006) will be made available on the remunerations disclosure page as and when required.
In November 2003, the US Securities and Exchange Commission approved changes to the New York Stock Exchange's listing standards related to the corporate governance practices of listed companies. As a listed non-US issuer, Pearson is required to comply with some of the rules, and otherwise must disclose any significant ways in which our corporate governance practices differ from those followed by US companies under the NYSE listing standards. At this time, the Company believes that it is in compliance in all material respects with all the NYSE rules except that the Remuneration Committee and the Nomination & Governance Committee are not composed entirely of independent directors as the Chairman, who is not considered independent under NYSE rules, is a member of each committee in addition to independent directors.