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Corporate governance

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.

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 2021, the Board considers that it has complied in full with the provisions of the Code with the exception of provision 19, which was a short-term departure from the Code. Sir Peter Gershon stepped down as Chairman on 31 May 2021 and National Grid plc is now in compliance with provision 19.

Corporate governance 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.

Board Governance

Code of ethics & 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.


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.

Board diversity

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. These policies support the attraction and retention of the best people, improve effectiveness, deliver superior performance and enhance our success.

You can read more on National Grid's commitments to inclusion and diversity here

Our executive and leadership population is regularly and rigorously assessed against achievement of individual objectives and key leadership qualities, to help build a sustainable development and succession plan. We have a number of programmes and initiatives in place to increase diversity in our senior management positions, including executive sponsorship and mentoring of high-potential females and ethnic minority managers.

Our Board diversity policy reaffirms our aspiration to meet and ultimately exceed the voluntary target of 33% of Board positions to be held by women, as set out by Lord Davies. The People & Governance Committee is responsible for developing measurable objectives to support the implementation of the Board diversity policy and for monitoring progress towards the achievement of these objectives. The Committee reviewed The Parker Review, published in November 2016, which recommends that every FTSE 100 board should have at least one director from a non-white ethnic minority by 2021. The Committee reflected this recommendation in a new objective. The People & Governance Committee 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. 

In April 2021 the People & Governance Committee refreshed its objectives to align with the Company’s Responsible Business Charter: to meet and ultimately exceed the target of 33% of Board positions and direct reports to the CEO to be held by women; to meet and ultimately exceed the target to have at least one director from a non-white ethnic minority; and to aspire to achieve 50% diversity* on the board.

We currently have: 

  • 38.46% women on our Board (as at 1 September 2021);
  • 51.9% female direct reports to the CEO (as at May 2021); 
  • One director from a non-white ethnic minority (as at August 2021); and 
  • 46.15% diversity* on the Board (as at 1 September 2021). 

* to include gender and ethnicity

Our Board continues to support the engagement of executive search firms who have signed up to the Voluntary Code of Conduct on gender diversity and best practice.

NYSE - differences in listing standards

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.