Board & Board Committees

Dear Shareholder,

The Board’s role is to provide leadership to the Group to assist it in achieving its strategic aims, and to promote the long-term success of the Group for the benefit of its shareholders and those with whom we connect. For an iconic brand like Burberry with a 157 year heritage guided by the values – to protect, explore and inspire – we believe that this is an important responsibility.

With the integration of Burberry Beauty as the fifth product division and the continued focus on unlocking the potential of the Group’s digital platform, the Group’s business continues to grow dynamically in a global economic environment which remains uncertain. Consequently a key focus for the Board during the year has been on the execution of the Group’s strategy as it has evolved to embrace new opportunities. In particular, how the Group needs to manage and evolve its governance structures and people to support this growth without undue risk to the Group and the Burberry brand and culture.

Last year I reported that the Board would be focusing on how to build on its relevant skills and competencies for the future. This has been a considered focus of the Board during the year with the development of a Board succession plan. The plan sets out a phased strategic approach to refreshing the Board aimed at balancing evolution with stability. The plan aims are to maintain current core competencies which reflect the evolution of the Group’s business and to promote diversity both in terms of gender and in the wider sense to reflect the global nature of the Group.

In February 2013 we announced the appointment of John Smith as Chief Operating Officer. With over 20 years’ experience in the media industry, John brings a unique skill set in global brand management and new media, combined with strong financial and operational experience.

We announced separately that Stacey Cartwright, Executive Vice President, Chief Financial Officer, had decided to resign following over nine successful years with the Group in order to pursue new interests. Stacey will step down from the Board at the conclusion of the Group’s Annual General Meeting on 12 July 2013. The Board would like to thank Stacey for her outstanding
contribution to the Group.

Carol Fairweather will join the Board as an executive director on 11 July 2013, and assumes the role of Chief Financial Officer on Stacey’s departure. Carol has been with the Group for six years, mostly as Senior Vice President of Group Finance, where she has led the finance team. Carol has a strong track record as an exceptional partner to the business and the executive team.

The year ahead will continue to be impacted by a challenging external environment. It will also bring significant changes to the rules on directors’ remuneration and narrative reporting. Regardless of regulatory changes, I believe that as a global company it is our responsibility to continue to promote high standards of governance and reporting transparency. The Board and I will endeavour to ensure the Group’s continued success as a dynamic and well-governed business over the coming year.

Sir John Peace

Chairman



Governance

“The Board is collectively responsible for promoting Burberry's long-term success, for setting its strategic aims and ensuring a framework of prudent and effective controls.”

This report sets out the Board’s approach and work during the financial year 2012/13 and, together with the Directors’ Remuneration Report, includes details of how the Company has applied and complied with the principles and provisions of the UK Corporate Governance Code (the Code). The directors confirm that the Company has complied with the provisions of the Code throughout the year.

Our Board

The Board currently consists of eight members – the Chairman, the Chief Executive Officer, the Executive Vice President, Chief Financial Officer, the Chief Operating Officer and four independent non-executive directors. A list
of directors and their biographies is set out on the Directors and Management page.

The Chairman, Sir John Peace, has led the Board as Chairman since 2002. The Chairman is responsible for leading and managing the business of the Board and ensuring its effectiveness. He sets the agenda for Board discussions and ensures that the Board receives accurate, timely and clear information, particularly in relation to the Company’s performance. He promotes a culture of openness and trust which allows for debate and constructive challenge of the executive directors.

The Chairman works collaboratively with the Chief Executive Officer, Angela Ahrendts, in setting the Board agenda and ensuring any actions agreed by the Board are effectively implemented.

During the year, the Chairman maintained regular contact and met with the Senior Independent Director and other non-executive directors outside of formal board meetings. The Chairman also met with the non-executive directors without the executive directors being present.

The Chairman is also responsible for the Company’s performance to shareholders and has regular discussions with the Company’s main institutional shareholders.

The major commitments of the Chairman are detailed in his biography and have not changed during the year.

The Senior Independent Director, Philip Bowman, supports the Chairman in his role and leads the non-executive directors in the oversight of the Chairman. The Senior Independent Director is also available as an additional point of contact for shareholders.

The Non-Executive Directors provide strong experience and independent support to the Board. They assist in the development of strategy and provide constructive challenge and support to management.

The Chief Executive Officer, Angela Ahrendts, is responsible for the management of the business, developing the Group’s strategic direction for consideration and approval by the Board and implementing the agreed strategy. The Chief Executive Officer is assisted by members of her senior management team who meet regularly. Members of the senior management team are identified here.

The Company Secretary, Catherine Sukmonowski, is responsible for supporting the Chairman in the delivery of the corporate governance agenda.


Role of the Board

“Burberry continues to experience considerable growth and change. With this success comes a responsibility for the Board to ensure we grow in a controlled and sustainable way for our shareholders and wider stakeholders, and that we understand the associated risks.”

The Board is ultimately responsible for promoting the long-term success of the Group. The Board leads and provides direction for management by setting strategy and overseeing its implementation by management. The Board is also responsible for oversight of the Group’s systems of governance, internal control and risk management.

Specific key decisions and matters have been reserved for approval by the Board. These include decisions on the Group’s strategy, the annual budget and operating plans, major capital expenditure and transactions, financial results, the dividend, the approval of risk appetite and other governance issues. The matters reserved for the Board’s decision are set out in writing and available on this website.

Role of the Board Committees

The Board is supported in its activities by a number of committees including the following principal committees: Audit Committee, Nomination Committee and Remuneration Committee. All the non-executive directors are members
of each of the principal committees of the Board. The Board believes this to be appropriate as the Board remains relatively small and ensures the linkage between the work of the Committees and the Board.

The terms of reference of each of the principal committees can be viewed below:

Audit Committee

Nomination Committee

Remuneration Committee

The Committees, if they consider it necessary, can engage third-party consultants and independent professional advisors and can call upon other resources of the Group to assist them in discharging their respective responsibilities. In addition to the relevant committee members and the Company Secretary, external advisors and, on occasion, other directors and members of the senior management team attend committee meetings but only at the invitation of the Chairmen of the Committees.

You can view the Audit Committee report here, Nomination Committee here and the Remuneration Committee report can be downloaded here.


2012/13 Burberry Board structure diagram