Governance

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.

The most recent Corporate Governance Report can be found from page 60 of the 2017 Annual Report.

An effective Board of Directors leads and controls the Group and has a schedule of matters reserved for its approval.

The Board is specifically responsible for:

  • development and approval of the Group’s strategy and its budgetary and business plans.
  • approval of significant investments and capital expenditure.
  • approval of annual and half-year results and interim management statements, accounting policies, and the appointment and remuneration of the external auditors.
  • approval of interim, and recommendation of final, dividends.
  • changes to the Group’s capital structure and the issue of any securities.
  • establishing and maintaining the Group’s risk appetite, system of internal control, governance and approval authorities.
  • executive performance and succession planning; and
  • determining standards of ethics and policy in relation to health, safety, environment, social and community responsibilities.

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

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Board committees
The Board has delegated authority to its committees on specific aspects of management and control of the Group. The terms of reference for these committees are available for download below:

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

At the heart of the Thomas Cook Group Board Appointments Policy is the principle that appointments will be made on merit, in line with our current and future requirements, and will reflect the international activity of our Group.

The Board recognises the benefit of diversity, including gender diversity, and provided we remain true to our key principle, we will aim to build on our existing diverse composition in the future.

The Board has discussed and reviewed the Davies Report entitled ‘Women on Boards’ and endorses its aims. The Nominations Committee will refer to the steps it has taken in respect of diversity and the progress it has made against the recommendations in the Davies Report when it reports on its work each year in the annual report.

Board Appointments Policy

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Risk Management

The Board is committed to further enhancing our risk management capability and has appointed a highly experienced Director of Enterprise Risk and Audit. Working closely with our senior management team, he will ensure that the management of risk is further embedded in the strategic and operational processes of the Group. This means that risk management is not a separate process or set of actions, but part of normal business and daily management practice. We are committed to promoting effective risk management as a core management capability that will support the Group in achieving its targets.

It is the aim of the Group to promote a culture where, as a matter of good business practice, both risk and opportunity are identified and managed, thereby ensuring more informed and effective business decisions are made and that the Group achieves its objectives and targets. On an annual basis, the Board will review risk appetite to ensure it is calibrated to the Group’s strategic objectives.

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Risk is assessed formally at business segment level through risk workshops and via the maintenance of risk registers. The updating of the risk registers is a continuous process involving the identification, evaluation and management of risks by individual managers. Risk exposure will be considered against risk appetite by profiling individual risks in respect of their potential impact and likelihood of occurrence, after consideration of mitigating and controlling actions that are in place.

The processes for risk management and internal controls, as well as the role of the Audit Committee and the internal and external auditors, are described in the Corporate Governance Report which can be found from page 60 of the 2017 Annual Report.

Principal risks, mitigating actions and opportunity

The chart of principle risks is available to download: it lists the principal risks and uncertainties that may affect the Group and highlights the mitigating actions that are being taken along with the opportunities that we aim to capture.

The content of the download however, is not intended to be an exhaustive list of all the risks and uncertainties that may arise.


Download   Click here to view the full chart.

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Changes to the governance of the Thomas Cook Pension Plan

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Thomas Cook Group Tax Strategy

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Thomas Cook Group plc response to the 2017 AGM resolutions relating to remuneration