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The Restaurant Group plc -

Corporate Governance

Board of Directors

The Board’s role is to provide entrepreneurial leadership of the Company and Group within a framework of prudent and effective controls which enable risks to be assessed and managed. The Board reviews the Group’s business model and strategic objectives and looks to ensure that the necessary financial and human resources are in place to achieve these objectives, to sustain them over the long-term and to review management performance against these objectives. The Board also sets the Company’s values and standards and manages the business in a manner to meet its obligations to shareholders and other stakeholders.

The Board meets on a regular basis and there is a formal schedule of matters specifically reserved for its consideration, which can be viewed here. Biographies of the Board of Directors can be found on the Directors page. Details of the division of responsibilities between the chair, chief executive officer and the senior independent director can be found here.

Remuneration Committee

The Remuneration Committee is constituted in accordance with the recommendations of the UK Corporate Governance Code and no member of the Remuneration Committee has any personal financial interest in the Company (other than as shareholders). The Committee is chaired by Zoe Morgan, and Graham Clemett, Ken Hanna, Helen Keays and Loraine Woodhouse are also members.

The Remuneration Committee makes recommendations to the Board and no Director plays a part in any discussion about his/her own remuneration. FIT Remuneration Consultants LLP is the independent adviser to the Remuneration Committee. FIT Remuneration Consultants LLP did not provide other services to the Company during the year.

Our Remuneration Committee terms of reference can be viewed here.

Our Remuneration Policy can be viewed here.

Information provided under s.430 (2B) of the Companies Act can be viewed here.

Nomination Committee

The Nomination Committee is chaired by Ken Hanna. Graham Clemett, Helen Keays, Zoe Morgan and Loraine Woodhouse are also members. It makes recommendations to the Board for the appointment or replacement of additional directors. It also holds responsibility for guiding succession planning for the Group.

Our Nomination Committee terms of reference can be viewed here.

Audit Committee

The Audit Committee is appointed by the Board from the non-executive directors of the Company. The Committee is chaired by Loraine Woodhouse. Graham Clemett and Zoe Morgan are also members of the Committee. The Committee regularly invites the external auditor, the chair of the Board, the chief executive officer and the chief financial officer to its meetings. The company secretary attends the meetings and is secretary to the Committee. Discussions are held in private when appropriate.

Our Audit Committee terms of reference can be viewed here.

Articles of Association

The Articles of Association are the Company’s internal rulebook and regulate the internal management of the Company setting out how decisions are made. It deals with matters such as the rights of shareholders, the appointment and removal of directors, the conduct of the board and general meetings and communications by the Company.

The Company originally adopted the current Articles of Association at the General Meeting held on 11 May 2011. They were last amended at the Annual General Meeting held on 19 May 2020.

Our current Articles of Association can be viewed here.

Tax Strategy

Our Tax Strategy can be viewed here.