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Corporate Governance

The Board is collectively responsible for promoting Burberry’s long-term success, for setting its strategic aims, establishing the Group’s purpose and values and ensuring a framework of prudent and effective controls.

Role of the Board

The Board is responsible for promoting Burberry’s long-term success. This is achieved through effective governance and keeping the interests of stakeholders at the fore when making decisions. The Board provides leadership by establishing the Group’s purpose and values and setting the Group’s strategy, ensuring alignment with our culture and overseeing its implementation by management. The Board is also responsible for oversight of the Group’s governance, 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, and approval of financial results. They also include the dividend and other capital returns, the approval of Group’s risk appetite and other governance matters. 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 main principles of the UK Corporate Governance Code (the Code) issued in July 2018.

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 here.

The Board is satisfied that all of its non-executive directors bring robust independent oversight and continue to remain independent, according to the criteria of independence laid out in Provision 10 of the Code.

Role of the Board Committees

The Board is supported in its activities by a number of committees:

The terms of reference of each of the principal committees can be viewed here

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