Governance overview Tony DeNunzio Non-Executive Chairman We continue to review our governance framework and processes to enhance the way we operate as a Board and deepen our strategic debate.” Chairman’s introduction Our search for Ian’s replacement continues and in the interim we Our governance framework is reviewed and benchmarked against have appointed Mark Adams who will oversee the finance department best practice every year. My role is to ensure that we have in place during the intervening period. Mark has demonstrated leadership strong and effective governance practices, that the Board is well in a number of business to consumer and publicly listed companies. managed and has the correct balance of skills, diversity and experience to successfully execute the Group’s long term strategy. As well as succession planning, the Board, supported by the Audit & Risk Committee also spent time on risk management which We have recently welcomed the appointment of Ian Kellett involved reviewing the risk appetite across the Group alongside the as Group Chief Executive Officer to the Board, following the Group’s key risks. Whilst this process remains ongoing, we believe resignation of Nick Wood. Ian has been a member of the Group’s that gaining a further understanding of our risk profile will help Board for the last ten years fulfilling the roles of Chief Financial support the implementation of our strategic programmes. Officer and latterly the role of Chief Executive Officer of the Retail Division. Over this time, Ian has steered the business through We conducted a further external evaluation on Board effectiveness continuous growth, played a pivotal role in the IPO and also the in 2016. During the year, we also progressed the actions that were expansion of our veterinary services with the acquisition of highlighted from the 2015 external evaluation, which enabled us Vets4Pets. His skills and experience build on our existing talent, to further enhance our Board processes. This year’s review is standing us in good stead for the year ahead. We very much look described in detail on page 81 and we are now working through forward to supporting him and the Executive Management Team an action plan to build on our strong foundations together with in setting and executing our strategic priorities to deliver the long strengthening our culture and values which underpin our strategy term success of the Group. for the future. The following Governance Report provides an additional overview of the work of the Board during the year, our governance framework and the key controls we have in place together with details of how we have complied with the UK Corporate Governance Code 2014. Board activities in 2016 Approved full year results, report and accounts and recommended the final dividend. Received reports on, and reviewed the effectiveness of, the Group’s risk and control processes to support its strategy and objectives, and approved the Company’s risk appetite statements. Tony DeNunzio Approved the Q1 Trading Statement. Non-Executive Chairman, Pets at Home Group Plc 25 May 2015 Annual Strategy Meeting. Succession planning. Approved interim results and resolved to pay interim dividend. Approved the Q3 Trading Statement. Presentations on strategic priorities throughout the year. Approved the appointment of Ian Kellett as the Group CEO following the resignation of Nick Wood. Reviewed the annual performance evaluation of the Board and its committees. Approved the Q4 Trading Statement. Pets at Home Group Plc 60 Annual Report and Accounts 2016 Governance report The overall governance structure of the Group: Pets at Home Group Plc Board The Company is led and controlled by the Board. The Board has delegated certain responsibilities to Board Committees and the day to day management to the Executive Management Team. Further details can be found on pages 77 to 79. Board Committees Audit & Risk Committee Nomination & Corporate Remuneration Committee Corporate Social Responsibility Governance Committee Committee and Pets Before Profit Committee Members Members Members Members Amy Stirling (Chairman) Tony DeNunzio (Chairman) Paul Moody (Chairman) Tessa Green (Chairman) Dennis Millard Dennis Millard Amy Stirling Dennis Millard Paul Coby Tessa Green Dennis Millard Paul Coby Paul Moody Amy Stirling Tessa Green Tony DeNunzio Paul Coby Brian Carroll Paul Moody Executive Management Team Investment Committee Health & Safety Committee Executive Team and Operating Board Board composition Membership of the Board Gender breakdown Executive Management Non-Executive Chairman 1 Male 60% Executive Directors 1 Female 40% Non-Executive Directors 1 Independent Non-Executive Directors 5 Gender breakdown Gender breakdown Board of Directors Group Male 75% Male 60% Female 25% Female 40% Pets at Home Group Plc Annual Report and Accounts 2016 61 Board of Directors Tony DeNunzio CBE Dennis Millard Ian Kellett Amy Stirling Paul Coby Tessa Green CBE Paul Moody Brian Carroll Louise Stonier Non-Executive Chairman Deputy Chairman and Group Chief Executive Independent Non-Executive Independent Non-Executive Independent Non-Executive Independent Non-Executive Non-Executive Director Group Company Secretary Senior Independent Officer Director Director Director Director and Legal Director Non-Executive Director Appointment to the Board Appointment to the Board Appointment to the Board Appointment to the Board Appointment to the Board Appointment to the Board Appointment to the Board Appointment to the Board Appointment to the Board 2014 2014 2014 2014 2014 2014 2014 2014 2014 Committees Committees Committees Committees Committees Committees Committees Nomination & Governance, Nomination & Governance, Nomination & Governance, Nomination & Remuneration, Nomination Audit & Risk, Remuneration, Nomination & Governance Pets Before Profit, CSR Audit & Risk, Remuneration, Audit & Risk, Remuneration Governance, Audit & Risk, & Governance, Pets Before Nomination & Governance Pets Before Profit, CSR Pets Before Profit, CSR Profit, CSR Meetings attended Meetings attended Meetings attended Meetings attended Meetings attended Meetings attended Meetings attended Meetings attended Meetings attended 10/10 10/10 10/10 10/10 9/10 10/10 10/10 10/10 10/10 Current roles Current roles Current roles Current roles Current roles Current roles Current roles Current roles Current roles Senior Independent Director Chairman of Halfords Group Chief Executive Non-Executive member of IT Director at John Lewis Trustee of the Royal Non-Executive Chairman Non-Executive Director of Company Secretary and at Dixons Carphone plc Group Plc Officer since April 2016 the Cabinet Office Board Board Member of SITA Foundation of the Duke and of Johnson Service Group Pets at Home since 2011 Legal Director of Pets at Non Executive Director of Non-Executive Director at Joined Pets at Home as and Chair of Audit and (Societe Internationale de Duchess of Cambridge Non-Executive Director Member of Kohlberg Kravis Home Group since 2004 PrimaPrix SL. Debenhams Plc Chief Financial Officer Risk Committee Telecommunications of 4imprint Group Plc Roberts & Co. Partners LLP Chair and Trustee of the Non Executive Director of Chairman of Trustees of in 2006 Non-Executive Director at Aeronautique) and joined the firm in 1995. charity Support Adoption DeNunzio Associates Ltd the charity The Holy Cross Appointed as Chief RIT Capital Partners Plc Board member of Heads their consumer and For Pets retail teams in Europe and Senior Advisor to Kohlberg, Children’s Trust Executive Officer of the Trustee of the Prince’s Trust Clydesdale and Yorkshire Retail Division in 2015 Banking Group a member of the European Kravis, Roberts & Co. L.P. investment committee Board Director at Laureate Education International, Cognita Holdings Limited, SMCP SAS, Northgate Information Solutions Limited and Afriflora Past roles Past roles Past roles Past roles Past roles Past roles Past roles Past roles Past roles Non-Executive Chairman Chairman of Connect Finance Director of Chief Financial Officer Board member Non-Executive Director of Chief Executive Officer of Corporate finance and Associate in the corporate of Maxeda Group Plc Staples retail business of the Prince’s Trust of P&O Ferries Barts Health NHS Trust Food Freshness Technology merchant banking team team at DLA Piper LLP from Non-Executive Director Senior Independent Director from 2004–2006 Chief Financial Officer of CIO at British Airways from Chairman of The Royal Over 17 years at Britvic Plc, member at Donaldson, 2000–2004 of Alliance Boots at Premier Farnell Plc Deputy Finance Director TalkTalk Telecom Group Plc 2001–2011 Marsden NHS Foundation with the last eight years Lufkin & Jenrette Solicitor at CMS Cameron President and Chief Senior Independent Director of JD Wetherspoon from from 2010–2013 Civil Servant in the Trust from 1998–2010 as Chief Executive Officer McKenna from 1997–2000 Executive Officer of Asda of Xchanging Plc from 1999–2004 Chief Financial Officer Departments of Transport Chairman of The Royal until 2013 from 2002–2005 2005–2012 Telecoms Division – and Environment Marsden Cancer Campaign Deputy Chairman Carphone Warehouse Group IT Director of Randalls Head of Corporate Affairs at of Galiform Plc Plc from 2007–2010 Cottages Ltd Carlton Communications Plc (now Howdens Plc) Trustee of the Royal Chairman of the advisory Botanical Gardens, Kew board of Manchester Business School Brings to the Board Brings to the Board Brings to the Board Brings to the Board Brings to the Board Brings to the Board