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 our customers, investors, regulators and other stakeholders.
Thames Water supports the principles set out in the UK Corporate Governance Code 2016 (the ‘UK Code’), and Ofwat’s Governance Principles. The Company published its Key Principles of Corporate Governance in response to reflect the UK code and Ofwat governance principles.
Both the UK Code and the Ofwat Principles are currently being reviewed and updated. The Board will continue to consider the evolving changes to ensure, where possible, given the privately-owned nature of the business, compliance with both the spirit and the letter of the UK Code and the Ofwat Principles.
The Board has conducted a full review of its governance arrangements, and some of the key outcomes to date are summarised below.
A new independent non-executive Chairman was appointed with effect from January 2018. The Board has approved the division of responsibilities between the Chairman for running the Board and the Chief Executive for running the business.
The independent non-executive directors, which includes the independent Chairman, will 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 give appropriate challenge and contribution to the development of the business. We have made available copies of the letters of appointment of the Independent Directors and Chairman.
The Board is committed to ensuring an appropriate mix of skills, experience, and independence on the Board. This mix will be taken into account when new directors are appointed to the Board. The shareholders will consider the mix of skills and experience when nominating their non-Executive directors to the Board, in order to complement the range of independent directors. We believe this overall approach is appropriate in order to balance the needs of customers, the environment, shareholders, and other stakeholders, and taking account of the UK Code requirements and also the shareholder-owned nature of our business.
There is currently a programme of refreshment of independent directors which will be on a managed basis over the period through 2018 and 2019.
The Board has several established committees:
- Audit, Risk, and Reporting committee
- Remuneration committee
- Nomination committee
- Customer Service and Stakeholder Engagement committee
- Strategy and Business Planning committee
The terms of reference of these committees have been updated and approved in 2018, and are available below.
In addition, a Health, Safety and Environment Committee has been reconstituted, with supporting Terms of Reference.
Each committee will produce a full report in the Governance section of the Thames Water Annual Report. The membership of each committee will comprise a majority of Independent directors, and will be chaired by an independent director. The committee members will have the requisite knowledge, experience to challenge, and contribute as required by the terms of reference of each committee.
Board effectiveness and transparency
The Board undertakes a formal and rigorous annual evaluation of its performance and that of its committees and individual directors, and reports in the Annual Report on how the performance was evaluated.
The Board and committee meeting arrangements have been thoroughly reviewed to improve the openness and efficiency of the meetings, and to increase the accessibility of the Board and its focus on the main issues facing Thames Water’s regulated business ensuring the needs of the customer and the public interest are given full attention.
Our relationship with shareholders
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 10 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 has been significantly updated and reflects, in general, the principles which would apply to a public listed company.
The Shareholders discharge their responsibilities as shareholders 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 will be 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 will be a transparent dividend policy which will prioritise investing in the regulated business.
The Company’s Articles of Association also set out rules governing the Board, its directors, and shareholders.
The Company Secretary keeps compliance with the UK Code and Ofwat’s Principles under review, and any proposed changes will be subject to Board approval.
- Thames Water Corporate Governance Key Principles (0.19MB)
- The Role of the Chairman and Chief Executive Officer (0.02MB)
- Thames Water Utilities Limited Board Reserved Matters (0.24MB)
- Thames Water Utilities Limited Audit, Risk and Reporting Committee Terms of Reference (0.03MB)
- Thames Water Utilities Limited Health, Safety and Environment Committee Terms of Reference (0.02MB)
- Thames Water Utilities Limited Nominations Committee Terms of Reference (0.02MB)
- Thames Water Utilities Limited Remuneration Committee Terms of Reference (0.02MB)
- Thames Water Utilities Limited Strategy and Business Planning Committee Terms of Reference (0.02MB)
Articles of association
Thames Water Utilities Limited Articles of Association can be found below:
Thames Water shares
If you have a Thames Water plc Share Certificate and would like to check whether there are any funds held on your behalf in respect of the shares this represents, you should contact our Registrars.
0870 889 3105
Computershare Investor Services plc
PO Box 82