Corporate governance overview
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 2022 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 roles of the Chair, Senior Independent Director and Group Chief Executive are outlined in the Corporate Governance Guidelines. Further details of the roles are provided in the role statements below:
The Company's Articles of Association adopted on 20 September 2022 can be viewed here.
The Schroders Board is accountable for risk and the oversight of our risk management process. It considers the most significant risks facing the Group and also uses quantitative exposure measures, such as stress tests, where appropriate. Non-executive oversight of the risk management framework is exercised by the Audit and Risk Committee which comprises solely of Non-executive Directors.
It is the responsibility of all our employees to uphold the control culture of Schroders, so we embed risk management within all areas of our 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 our firm.
The Group Chief Executive and Group Management Committee, as the principal advisory committee to the Group Chief Executive, have responsibility for regularly reviewing the risks we face. This includes identifying, monitoring and reporting relevant risks and controls for their respective business areas.
The executive oversight of risk is delegated by the Group Chief Executive to the Chief Financial Officer. The Chief Financial Officer has responsibility for the risk and control framework of the firm. Independent monitoring and reporting of risks and controls is undertaken by the second line.
The Chief Financial Officer chairs the Group Risk Committee, which meets ten times a year and is attended by the Chief Risk Officer, Global Head of Compliance, Group General Counsel, Head of Internal Audit, Chief Operating Officers and Chief Administration Officers from across the business, and senior managers from Distribution, Investment, Product and Wealth Management. Other Group Management Committee members regularly attend.
The Group Risk Committee supports the Chief Financial Officer and the Group Management Committee in discharging their risk management 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.