Corporate governance
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 2024, the Board considers that it complied in full with the provisions of the UK Corporate Governance Code 2018.
Documents
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.
Articles of Association
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.
Code of ethics and ethical business conduct
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.
Director termination payment
Public position statements & other documents
Diversity and differences in listing standards
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. Our continued vision is to build and
develop an inclusive culture and a diverse workforce. Diversity, Equity & Inclusion (DEI) is a vital part of our efforts in building the talent and capabilities we need for the future to deliver on our purpose and strategic priorities.
Read more about National Grid's commitments to inclusion and diversity.
The People & Governance Committee is responsible for ensuring that the composition of the Board and its Committees 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 DEI Policy. This Policy sets out that the Board aspires to:
- comprise at least 40% women on our Board;
- comprise at least one of the senior Board positions (Chair, Chief Executive, Chief Financial Officer or Senior Independent Director) to be held by a woman;
- comprise at least one Director from a minority ethnic background*; and
achieve 50% diversity on our Board**.
As at 31 March 2024:
- there are five female Directors on the Board, resulting in 42% women on our Board.
- the Chair and Senior Independent Director are both women;
- two of our Board Directors from a minority ethnic background*; and
- 45.5% diversity on the Board**.
* 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 regularly reviews the balance of skills, experience, ethnicity and gender 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 the executive succession planning and appointments process, the Committee engages to challenge any implicit bias in appointments and succession plans to ensure that decisions are made on the basis of merit and objective criteria. 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.
Board member independence
The NYSE rules and the Code apply different tests for the independence of board members.
Nominating/corporate governance committee
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.
Adoption and disclosure of corporate governance guidelines
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.
Audit committee
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.
Compensation Committee
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.
National Grid tax strategy
As a regulated public utility and group, we are conscious of the need to manage our tax affairs responsibly in the eyes of our stakeholders. Find out more about our tax strategy by downloading our tax strategy brochure.
