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The Board of Capital & Counties Properties PLC is committed to high standards of corporate governance, which support the achievement of Capco’s strategic objectives. The Board is responsible to all shareholders for the leadership, strategy, control and management of the Group.

You may view our latest Corporate Governance Report describing how the Board has applied the principles of good governance set out in the UK Corporate Governance Code in our 2021 Annual Report

Board Committees

Board Diversity

Business Code of Practice

Financial Crime Policy

Tax policy

The Board has established Audit, Remuneration, Nomination and ESC Committees to enable the Board to operate effectively and ensure a strong governance framework for decision making.


Audit Committee

The Audit Committee, reporting to the Board, oversees the financial reporting process, monitors the effectiveness of internal control, internal audit, risk management and the statutory audit and monitors the independence of the statutory auditors and the provision of non-audit services.

The Committee comprises three independent Non-Executive Directors and is chaired by Anthony Steains.


Board ESC Committee

The Board Environment, Sustainability and Community (“ESC”) Committee oversees the Company’s ESC activities on behalf of the Board.

The Committee comprises the Chairman, the Chief Executive, and three independent Non-executive Directors and is chaired by Charlotte Boyle.

Board ESC Committee Terms of Reference

Nomination Committee

The Nomination Committee has responsibility for making recommendations to the Board on Board appointments and succession planning, ensuring that the Board has the appropriate balance of skills and experience to deliver Capco’s strategy.

The Committee comprises the Chairman, the Chief Executive, and three independent Directors and is chaired by Henry Staunton.


Remuneration Committee

The Remuneration Committee has responsibility for ensuring that Capco’s executive team is appropriately incentivised by remuneration arrangements that are fully aligned with the Company’s strategy of providing long-term market-leading returns to shareholders.

The Committee comprises four independent Non-Executive Directors and is chaired by Jonathan Lane.

Remuneration Committee Terms of Reference








Capco embraces diversity as a business. Diversity covers many characteristics, and we consider these as a whole.

The Board recognises that diversity of experience and perspective can bring benefits across the business. Capco’s Board Diversity and Inclusion Policy aligns with the Committee’s aim of ensuring that the Board has the right mix of skills and experience to deliver Capco’s strategy, and properly reflects the Board’s view of the benefits of diversity.

The Board Diversity and Inclusion Policy states that, when considering the nomination of new Directors, the Nomination Committee will evaluate the balance of skills, knowledge and experience on the Board, to establish the particular skills, experience and aptitudes desirable for that appointment. Such evaluations will pay particular attention to the merits of diversity, including diversity of gender, race, age and background.

Capco has a great level of diversity on our Board, particularly amongst our Executive Directors. The Board has 43 per cent gender and ethnic diversity. The Board remains committed to encouraging diversity and intends that its composition will continue to become more reflective of the diversity across Capco’s business over time. The Board Diversity and Inclusion Policy (which can be viewed here) does not include targets for gender or other characteristics; however, in conducting searches, Capco will only use executive search firms that are signatories to the Voluntary Code of Conduct for Executive Search Firms, and will require diverse candidate shortlists, from which appointments will be made on merit. The Board believes that diverse shortlists increase the likelihood of identifying the best candidates for each appointment.

The composition of the Board will be kept under review to ensure that the best balance of skills and experience is maintained, and the effectiveness of the Board Diversity and Inclusion Policy will be monitored by the Nomination Committee.

We are proud that we have strong representation from female employees across the business. Almost 60 per cent of our workforce, and a similar proportion of our senior management, is female; a great achievement, which has been recognised by the FTSE Women Leaders Review. Capco is supportive of employee development, including those who wish to seek non-executive roles elsewhere, and provides development opportunities, including executive coaching and mentoring from our Non-executive Directors. We regularly review our employment policies to ensure we are an inclusive employer, and intend to continue to build on our diverse and inclusive culture, attracting and engaging talented individuals from different backgrounds. It is hoped that such initiatives will help develop the next generation of Board members either within Capco or in the wider business world.

Capco supports a number of initiatives which promote diversity across the property industry, and we encourage all our employees to get involved. During 2021, we launched a series of diversity and inclusion seminars championed by Situl Jobanputra and provided by BAME in Property, which were attended by most of our employees. As part of its review of Board diversity, the Nomination Committee also reviewed the Group’s diversity policies, and received an update on the diversity initiatives supported by the Company which include Real Estate Balance (where one of our employees is co-chair of the NextGen Committee), the RICS Inclusive Employer Quality Mark, the Employers’ Network for Equality & Inclusion, the Reading Real Estate Foundation and the Pathways to Property work experience programme, Women Talk Real Estate, Freehold, a networking forum for LGBT real estate professionals, and upReach, which supports university students from less advantaged backgrounds, helping them to secure career opportunities. Capco also participates in the BPF Futures programme, the BPF Diversity and Inclusion Champions network and the Urban Land Institute Next and Young Leaders Programmes.

Further information on our people practices, including our learning and development strategies, can be found in the Responsibility section of our website.

Capco’s Business Code of Practice sets out Capco’s strong and long-term commitment to high standards of ethics across the business. Ethics encompass and inform all aspects of Capco’s business through to our relationships with stakeholders, our attitude to the environment, the quality of the services and facilities we supply, how we interrelate within the communities in which we operate and our corporate reporting, together with our procurement and employment policies. A sound and well-developed code of business ethics is a prerequisite of a successful business and our aim is that it should be firmly embedded in the culture of Capco.



It is Capco’s policy to conduct all of our business in an honest and ethical manner.

We take a zero-tolerance approach to bribery and corruption, and fraud, and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate and implementing and enforcing effective systems to counter bribery, corruption and fraud. No fines, penalties or settlements related to bribery or corruption were incurred by Capco during the most recent financial year. All Capco staff are required to complete anti-corruption and bribery training.

We expect those who work with or for Capco to comply with their tax obligations. Capco does not tolerate, permit or allow any staff to engage in the facilitation of tax evasion or tax fraud by any of our customers, suppliers, other business partners, employees or contractors, anywhere in the world.

The Group operates a whistle-blowing line (0800 915 1571) which may be used to report any concerns relating to possible malpractice.

Financial Crime Policy


Capco’s Tax Policy is aligned with our strategy and sets out Capco’s approach to tax compliance matters and tax risk management, our attitude towards tax planning and our relationship with tax authorities.

The Tax Policy for 2022-23 has been formally approved by the Board of Capital & Counties Properties PLC and has been made available to Capco’s stakeholders.

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