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Corporate Governance


Role of the Board

The Board is responsible for promoting Burberry’s long-term sustainable success. This is achieved through the establishment of an effective governance framework, which the Board oversees, and keeping the interests of stakeholders at the fore in decision-making. Information flows up and down the governance framework to ensure that all decision-making is well-informed, transparent and balanced.

The Board establishes the Group’s purpose and values and sets the Group’s strategy, including sustainability and climate goals, ensuring alignment with our culture, and overseeing its implementation by management. The Board is also responsible for oversight of the Group’s internal control and risk management, including the Group’s risk appetite.

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, dividends and other capital returns and approval of financial results. The matters reserved for the Board’s decision are available here.

The Chair, Senior Independent Director and Chief Executive Officer have defined roles and responsibilities, which set out the scope of their roles:

Burberry applies the principles and supporting provisions of the UK Corporate Governance Code (the Code) issued in July 2018.

The principles and supporting provisions cover Board leadership and company purpose, division of responsibilities, composition, succession and evaluation, audit, risk and internal control and remuneration. More information on how Burberry complies with the Code can be found in the Corporate Governance Report of our latest Annual Report 2023/24.

Role of the Board Committees

The Board has established Committees to assist with exercising its authority:

More information on each of the Board Committees, including members and terms of reference, can be viewed here.

In addition to the Committee members and the Company Secretary, external advisors and, on occasion, other Directors and members of our senior management team attend Committee meetings at the invitation of the Chair of the relevant Committee. The Committees may engage third-party consultants and independent professional advisors. They may also call upon other Group resources to assist them in discharging their respective responsibilities.

Governance Structure

The diagram below illustrates Burberry’s governance structure, flowing from the Board, which comprises committees and advisory forums. Each has a defined scope, covering one or more of our key Environmental, Social and Governance topics, and has a formalised reporting line. This structure ensures important matters are monitored by the right people and establishes an information flow to the Board, enabling it to make informed decisions and deliver its strategy.

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