Corporate governance

Thomas Cook flow chart

The Board of Directors of Thomas Cook Group plc recognises the importance of applying the highest standards of corporate governance to enable effective and efficient decision making and to give a structural aid for Directors to discharge their duty to promote the success of the Company for the benefit of its shareholders.

A link to the most recent Corporate Governance Report can be found on pages 40 to 52 of 2012 Annual Report.

An effective Board of Directors leads and controls the Group and has a schedule of matters reserved for it’s approval:

Schedule of matters reserved for the Board

The biographies of the Directors and their Committee memberships may be viewed here.

The roles of the Chairman and Group Chief Executive Officer are separate and distinct and each has a written statement of their respective responsibilities, a summary of which below:

Division of responsibility between the Chairman and Group CEO

Committee terms of reference:

Audit Committee

Remuneration Committee

Nominations Committee

Health, Safety & Environmental Committee

Disclosure Committee

The power of the Directors are set out in the Company’s Articles of Association:

Articles of Association

Board Appointments Policy:

Board Appointments Policy