Corporate Governance

Overview

The Board recognises that the manner in which the Group is governed is critical to the long-term success of the business.

This includes managing all internal day-to-day aspects of the business but also managing the impact Mitie has on the wider community and environment. The Board strives to act responsibly in everything it does and when interacting with its stakeholder groups. The Board is committed to ensuring that high standards of corporate governance are achieved throughout the Group and strongly believes that any corporate governance initiatives need to promote and support good business practices.

The Annual Report and Accounts provides details of key aspects of Mitie’s corporate governance environment and explains the manner in which the Board of Mitie Group plc has applied the principles and provisions of good governance as set out in the UK Corporate Governance Code.

Our Board and Committees

The Board is collectively responsible for the sustainable longterm success of the Company and provides leadership and direction to management. Accordingly, the Board reviews and agrees the strategy for the group, proposed by the Executive Directors, on an annual basis and reviews certain aspects of the strategy at Board meetings during the year. In setting the strategy, the Board takes account of matters such as: market trends; competitive environment; private/public sector approach; international aspects of the business and opportunities; finance; shareholder returns; people and talent; and the Mitie Model, ensuring at all times that sufficient consideration is given to risk and internal controls.

For information on the responsibilities of the Board, view our matters reserved for the Board

Division of responsibilities

The Audit Committee provides effective governance over the appropriateness of the group’s financial reporting, and the performance of both the Internal and External Audit functions. The Committee also oversees the group’s internal control systems, business risks management and related compliance activities.

For information on the responsibilities of the Audit Committee, view our Audit Committee terms of reference

The Nomination Committee evaluates the composition, diversity, experience, knowledge, skills and independence of the Board and its committees. This allows the appropriate balance to be maintained and ensures the continued effectiveness of the Board. The Committee also ensures that appropriate succession plans for the Non-Executive Directors, Executive Directors and the group’s senior management are also kept under review, taking into account the challenges and opportunities facing the group, and the diversity, skills and expertise that are therefore required in the future.

For information on the responsibilities of the Nomination Committee, view our Nomination Committee terms of reference:

Nomination Committee Terms of Reference

The Remuneration Committee has responsibility for determining the remuneration of Mitie’s Executive Directors and the Chairman, taking into account the need to ensure Executives are properly incentivised to perform in the interests of the Company, our people and our shareholders.

For information on the responsibilities of the Remuneration Committee, view our Remuneration Committee terms of reference:

Remuneration Committee Terms of Reference

The Disclosure Committee assists and informs the decisions of the Board concerning the identification of inside information and makes recommendations about how and when the Company should disclose that information in accordance with the Company’s disclosure policy.

For information on the responsibilities of the Disclosure Committee, view our Disclosure Committee terms of reference:

Disclosure Committee Terms of Reference

The responsibilities of the Social Value and Responsible Business Committee are to drive the social value and responsible business agenda on behalf of the Mitie Group, to ensure that Mitie conducts its business in a commercially responsible way to achieve maximum positive impact on the communities, people and the environment in which it works and to benefit Mitie’s customers, staff and shareholders.

Social Value & Responsible Business Committee Terms of Reference

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