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.
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.
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.
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 committee.
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.
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.
Our directors' remuneration policy was reviewed in 2014 to align with the company’s strategy and organisation.
This should be read in conjunction with our RNS statement which was issued on 9 April 2014 to clarify the basis on which certain elements of the policy would apply and, in particular, to define and limit when and how remuneration arrangements outside the normal terms of the policy might be applied.
The policy, including the clarifications set out in the RNS statement, was approved by shareholders at our annual general meeting (AGM) on 25 April 2014.
We continue to operate directors' remuneration in line with the approved policy and at present do not anticipate seeking shareholder approval for our policy again until required to do so at the 2017 AGM.
Statements made by the company regarding payments for loss of office are available on the remunerations disclosure page.
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 nomination committee is not composed entirely of independent directors, and that it is the full board, not the nomination committee, that develops and recommends corporate governance principles.