Find out about how we comply with the UK Corporate Governance Code. Read or download our annual report and accounts and discover how we maintain a high standard of corporate political engagement.
National Grid is subject to the UK Corporate Governance Code 2018, which is a part of UK company law and outlines good corporate governance for listed companies. For the year ended 31 March 2023, the Board considers that it complied in full with the provisions of the UK Corporate Governance Code 2018.
Here you can find documents relating to corporate governance, including articles of association, terms of reference, ethical conduct, director termination payment and public position statements.
The Company's articles of association are one of its core governance documents. The articles of association were amended by special resolution at the Company's Annual General Meeting on 26 July 2021.
In response to requirements under the Sarbanes-Oxley Act 2002 the Board has adopted a code of ethics for senior financial professionals. The full text of this code is disclosed below. There are currently no amendments or waivers to the code of ethics for senior financial professionals.
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|Termination Payment - Nicola Shaw|
|Termination Payment - Dean Seavers|
|Termination Payment - Andrew Bonfield|
|Termination Payment - Ruth Kelly|
|Termination Payment - Steve Holliday|
|Termination Payment - Tom King|
|Termination payment - Philip Aiken|
|Termination Payment - Maria Richter|
|Termination Payment - Nick Winser|
Read about our approach to diversity and how this applies to our Board. Find out about how our corporate governance practices differ from the New York Stock Exchange (NYSE) listing standards.
Our mission is to build a business that represents, reflects and celebrates the cultures and communities we serve. We aim to develop and operate our business with an inclusive and diverse culture; with equal opportunity in recruitment, career development, training and reward. This supports the attraction and retention of the best people, improves effectiveness, delivers superior performance and enhances our success.
Read more about National Grid's commitments to inclusion and diversity.
The People & Governance Committee is responsible for ensuring that Board composition evolves in line with the skills and experience we need for the current and future strategy of National Grid, as well as ensuring we continue to meet our diversity commitments in our Board Diversity, Equity and Inclusion (DEI) Policy. This Policy sets out that the Board aspires to:
As at 31 March 2023:
* The following categories are used to define those from a minority ethnic background: Asian/Asian British; Black/African/Caribbean/Black British; Mixed/Multiple Ethnic Groups; other ethnic group, including Arab.
** Diversity of the Board is defined, in this context, as female and individuals from a minority ethnic background.
The People & Governance Committee also regularly reviews the balance of skills, experience, independence, diversity and knowledge on the Board and its Committees, but is mindful that in all appointments we secure the best candidate for the relevant role.
As part of ongoing succession planning, our Board DEI Policy supports the engagement of search firms who have signed up to the Voluntary Code of Conduct on gender diversity and best practice.
National Grid is listed on the NYSE. This means we must disclose differences in our corporate governance practices adopted as a UK listed company, compared with those of a US company.
Our governance practices are primarily based on the requirements of the UK Corporate Governance Code (the Code). However, they substantially conform to those required of US companies listed on the NYSE.
The main differences to US practices are described below.
The NYSE rules and the Code apply different tests for the independence of board members.
The NYSE rules require a separate nominating/corporate governance committee composed entirely of independent directors. There is no requirement for a separate corporate governance committee in the UK.
Under the Company’s corporate governance policies, all Directors on the Board discuss and decide upon governance issues. The People & Governance Committee makes recommendations to the Board on certain responsibilities of a corporate governance committee.
The NYSE rules require listed companies to adopt and disclose corporate governance guidelines. While the Company reports compliance with the Code in each Annual Report and Accounts, the UK requirements don’t require the Company to adopt and disclose separate corporate governance guidelines.
The NYSE rules require a separate audit committee composed of at least three independent members. While the Company's Audit & Risk Committee exceeds the NYSE's minimum independent Non-executive director membership requirements, the quorum for a meeting of the Audit & Risk Committee, of two independent Non-executive Directors, is less than the minimum membership requirements under the NYSE rules.
The NYSE rules require a compensation committee composed entirely of independent directors. They also prescribe criteria to evaluate the independence of the committee's members and its ability to engage external compensation advisors.
While the Code prescribes different independence criteria, the Non-executive Directors on the Remuneration Committee have each been deemed independent by the Board under the NYSE rules. Although the evaluation criteria for appointment of external advisors differ under the Code, the Remuneration Committee is solely responsible for their appointment, retention and termination.