Corporate governance

As one of the UK's largest asset managers, corporate governance is very important to Schroders. The Company is committed to business integrity, high ethical values and professionalism across all of its activities. The Board of Schroders plc supports the highest standards of corporate governance.

The Schedule of Matters reserved to the Board can be viewed here

The Annual Report and Accounts 2015 describes how the Company has applied the principles set out in the UK Corporate Governance Code. It also sets out the extent to which the Company has complied with the Code's provisions and provides an explanation of those areas where the Company departs from them.

The Board adopted the Corporate Governance Guidelines which form the basis for how the Board and the Board Committees operate, what is expected of Directors and how they discharge their duties. The Schroders plc Board believes in the value and importance of diversity in the boardroom and throughout the Company but does not consider that it is appropriate or in the interests of the Company and its shareholders to set prescriptive targets for gender or nationality on the Board. The Nominations Committee considers diversity, including the balance of skills, experience, gender and nationality amongst many other factors when reviewing the appointment of new Directors.

The Company's Articles of Association adopted on 6 May 2010 can be viewed here.

The Board is accountable for risk and the oversight of the risk management process. It considers the most significant risks facing the Group and uses quantitative exposure measures, such as stress tests, where appropriate. Non-executive oversight of the risk management process is exercised through the Audit and Risk Committee with respect to standards of integrity, financial reporting, risk management and internal control.

It is the responsibility of all employees to uphold the control culture of Schroders and we embed risk management within the business. Members of the Group Management Committee (GMC) have risk management responsibility for their respective business areas and we expect individual behaviours to mirror the culture and core values of the firm.

The Chief Executive and Group Management Committee review the key risks facing the Group regularly as the principal executive committee with responsibility for the monitoring and reporting of risk and controls. These include reputational, market, investment performance and liquidity risks, credit risks, operational risks including legal, regulatory and compliance, people and conduct risk, and emerging risks.

The executive oversight of risk is delegated by the Chief Executive to the Chief Financial Officer. The Chief Financial Officer has responsibility for the risk and control framework of the Group and the independent monitoring and reporting of risks and controls.

The Chief Financial Officer is supported by the Group Head of Risk and chairs the Group Risk Committee, which meets 10 times a year, and more frequently if required, and is attended by the heads of the control functions, the Chief Operating Officer, the Global Head of Equities and senior managers from Distribution. The Group Risk Committee supports the Chief Financial Officer and the GMC in discharging these risk responsibilities. It reviews and monitors the adequacy and effectiveness of the Group’s risk management framework, including relevant policies and limits. It also reviews trends and exceptions in the most significant risk exposures. There is also a dedicated Wealth Management Risk Committee, which reports into the Group Risk Committee.