Corporate governance
National Grid's governance framework is aligned with the UK Corporate Governance Code. For the year ended 31 March 2025, we were fully compliant with provisions of the 2018 UK Corporate Governance Code, which was applicable to National Grid at that time. The UK Corporate Governance Code 2024 (the '2024 Code') applies to the Company for the financial year beginning 1 April 2025. We are aligned to the spirit of 2024 Code in promoting good governance and will be reporting against our compliance with the provisions of the 2024 Code in our next annual report. Further information on our governance framework can be found in our Annual Report and Accounts.
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.
The Board’s objective regarding its membership is to ensure the Board is comprised of a good balance of skills, business experience, knowledge, perspectives and backgrounds. We also seek to comply with the associated reporting requirements in the UK Listing Rules. We strongly believe that an effective Board is one that represents a range of experience and backgrounds as well as exceptional professional accomplishment.
On behalf of the Board, the People & Governance Committee reviews the structure, size and composition of the Board and its Committees to ensure a suitable balance of the qualities outlined above. Appointments are based on merit and objective criteria and the Board recognises that its diversity balance can be impacted during periods of change/refreshment.
As at 31 March 2025:
- there are four female Directors on the Board, resulting in 36.4% women on our Board; and
- the Chair of the Board is female. two of our Board Directors are from a minority ethnic background*.
* 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.
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.
