The Board of Thames Water is accountable and responsible for the delivery of its business and is committed to being open and transparent in the delivery of the highest standards of corporate governance for the benefit of customers, investors, regulators and other stakeholders.
Thames Water supports the principles set out in the UK Corporate Governance Code 2018 (the ‘UK Code’) and Ofwat’s Board leadership, transparency and governance principles.
The Company Secretary keeps compliance with the UK Code and Ofwat’s Principles under review and any proposed changes are subject to Board approval.
The Board has approved the division of responsibilities between the Chairman for running the Board and the Chief Executive for running the business.
Currently, the Independent Non-Executive Chairman is acting as Interim Executive Chairman and the Senior Independent Director is acting as Independent Non-Executive Deputy Chairman pending the appointment of a new Chief Executive.
As stated in the most recent Annual Report, the Independent Non-Executive Directors form the largest single group on the Board, taking account of the Executive Directors and the shareholder appointed Non-Executive Directors. All the Non-Executive Directors provide appropriate challenge and contribute to the development of the business to promote the success of the Company.
The Board is committed to ensuring an appropriate mix of skills, experience and independence on the Board which is taken into account when new directors are appointed. The shareholders also consider the mix of skills and experience when nominating their Non-Executive Directors to the Board, in order to complement the Independent Directors. This overall approach is considered to be appropriate in order to balance the needs of customers, the environment, shareholders, and other stakeholders, whilst also taking account of the UK Code requirements as well as the private shareholder-owned nature of the business.
The Board has several established committees:
You can read the terms of reference for each below.
Each committee reports on its activities in the governance section of the Thames Water Annual Report. All committees are chaired by Independent Non-Executive Directors who comprise the majority of each committee’s membership. Committee members have been selected due to their relevant knowledge and experience to enable them to challenge and contribute as required.
The Board undertakes a formal and rigorous annual evaluation of its performance and that of its committees and individual directors and explains in the Annual Report how the performance was evaluated.
The Board and committee meeting arrangements are reviewed regularly to ensure the openness and efficiency of meetings. The Thames Water governance framework exists to ensure the Board is accountable for its actions and focused on the key issues facing Thames Water’s regulated business thereby ensuring that the needs of the customer and the public interest are given full attention.
There is a strong expectation that matters relating to Thames Water requiring the approval of the shareholders will be on the basis of ratification of recommendations to the shareholders made by the Board of Thames Water. In the past 12 years the shareholders have not overturned any recommendation from the Thames Water Board.
The schedule of matters which are specifically reserved for decision by the Board of Thames Water reflects, in general, the approach which would apply to a public listed company.
The shareholders discharge their responsibilities through their representation on the Board and also through their consideration of the matters set out in the list of major items which are reserved to them for approval.
There are enforceable undertakings from our UK holding company and ultimate controllers to ensure they will not take any steps to prevent Thames Water from being able to comply with its regulatory obligations as a water undertaker. There is a transparent dividend policy which prioritises investing in the regulated business.
The Company’s Articles of Association also set out rules governing the Board, its directors, and shareholders. Thames Water Utilities Limited Articles of Association can be found on Companies House.