Wincanton has a clear division of responsibilities between the leadership of the Board and the executive leadership.

Board responsibilities
  • Develops, reviews and assesses delivery of the Group’s strategy to generate value for shareholders and contribute to wider society
  • Establishes and promotes the Group’s purpose, values and culture
  • Reviews and approves the Group’s three-year financial plan and annual budget
  • Approves the Group’s Annual Report
  • Maintains and reviews the Group’s controls and approves the Group’s material contracts
  • Engages with the Group’s shareholders and stakeholders
  • Approves the payment of a dividend to shareholders at the half year and full year in line with the Group’s dividend policy
  • Ensures that the workforce policies and practices are consistent with the Group’s values and supports their long-term sustainable success enabling the workforce to raise any matters of concern
  • Leads the Board and is responsible for its overall effectiveness in directing the Group
  • Sets the Board’s agenda and ensures sufficient time allocation to promote a culture of openness and debate to support the Board’s decision making
  • Ensures the Board receives accurate, timely and clear information
  • Monitors and is aware of the major trends of the Group’s business and promotes accurate communications with shareholders
  • Manages the Board’s annual internal review and instructs the Board’s external evaluation process every three years
  • Meets with the Non-executive Directors independently of the Executive Directors
  • Engages with the Group’s shareholders
  • Is a trusted intermediary to support discussions between the Non-executive Directors and Chairman
  • Acts as an additional point of contact for shareholders
  • Discusses the results of the Chairman’s effectiveness review with the Chairman
  • Deputises for the Chairman if the Chairman is temporarily unavailable due to other commitments


  • Provide constructive challenge, strategic guidance and specialist advice to the Board and its Committees
  • Hold Executive management to account on its deliverables
  • Receive the Group’s policies, processes, information and resources they require, including the services of a Company Secretary to function effectively and efficiently
  • Devote sufficient time necessary to meet their Board responsibilities
  • Note: all Non-executive Directors are considered to be independent
  • Responsible for ensuring engagement between the Board and the Group’s workforce
  • Holds regular engagement meetings with representatives from the workforce and provides feedback to the Board and its Committees
  • Responsible for the day-to-day management of the Group
  • Develops the Group’s strategic direction for consideration and approval by the Board
  • Represents the Group to key stakeholders including shareholders and customers
  • Develops the Group’s annual budget and three-year financial plan for review and approval by the Board
  • Has overall responsibility for the Group’s performance
  • Enables planning and execution of agreed objectives and strategies
  • Leads the Group’s Executive Management Team

Committee responsibilities

  • Assists the Board in the effective review of financial performance, internal controls, financial reporting and risk management
  • Ensures the integrity of financial statements and any formal announcements relating to financial performance, including review of significant financial reporting judgements
  • Approves the Internal Audit function’s annual audit programme to ensure alignment with the Group’s key risks and reviews the effectiveness of the Internal Auditor’s work
  • Approves the Internal Audit Charter to ensure it is appropriate to the current needs of the Group
  • Makes recommendations to the Board in relation to the appointment, reappointment and removal of the External Auditor, its remuneration and terms of engagement
  • Reviews the External Auditor’s independence and objectivity and the effectiveness of the audit process
  • Reviews the Group’s policies, including setting the policy to control engagement of the External Auditor to supply non-audit services
  • Reports to the Board on any matters requiring Board action, including improvements and remediations
  • Reports to the Board on how the Committee has discharged its responsibilities

Audit Committee’s Terms of Reference

  • Ensures that the remuneration of Directors and senior managers supports the delivery of the strategic objectives of the Group and its long-term sustainable success
  • Determines and agrees with the Board the broad policy for the remuneration of the Group’s Executive Directors and the Chairman
  • Approves the design of, and determines targets for, relevant performance-related pay schemes for the Executive Directors and Executive Management Team
  • Determines whether performance targets have been met
  • Reviews the design of all share incentive plans for approval by the Board and shareholders
  • Oversees any major changes in employee benefit structures at Group level
  • Selects and appoints consultants to provide independent advice to the Committee

Remuneration Committee’s Terms of Reference

  • Reviews the structure, size and composition of the Board and its Committees and makes recommendations to the Board on any desired changes
  • Reviews the succession plans for the Executive Directors
  • Makes recommendations to the Board on suitable candidates to fill vacancies for both Non-executive and Executive Directors
  • Ensures the procedure for the selection of new Directors is rigorous and transparent and that appointments are made on merit and against objective criteria
  • Reviews potential conflicts of interests of Directors
  • Reviews the external commitments of the Directors and the time required to discharge their responsibilities effectively

Nomination Committee’s full Terms of Reference

  • Supports the Board Chairman and Committee Chairs in producing and following up on meeting agendas and minutes
  • Co-ordinates internal Board and Committee evaluations at the Chairman’s request
  • Advises the Directors on their duties under the Companies Act 2006 and corporate governance matters
  • Arranges ongoing training for the Board
  • Facilitates inductions for newly appointed Non-executive Directors for their onboarding process