OUR GOVERNANCE STRUCTURE

To enable decision making at appropriate levels within the Group, there is a clear corporate governance framework.

The Board delegates some specific responsibilities to our Board Committees.

The Board

Responsible for generating and preserving long-term value, setting Group strategy with governance frameworks to support this.

The Board is responsible to shareholders for promoting the long-term sustainable success of the Company through setting clear strategy which generates long-term value for stakeholders and contributes to wider society. It provides Group strategic direction and leadership within a framework of strong governance, risk management and effective controls. The Board monitors and aligns the Group’s culture and defines and sets its values and standards.

The Board oversees the performance and progress of the business against business plans, using KPIs to monitor the collective ability of management. This is considered alongside the Group’s appetite for risk, with regular monitoring of internal controls and risk management.

The Board sets profit expectations and dividend policy and approves major acquisitions, capital expenditure and financing. The Board has a schedule of matters reserved for its decision. This schedule is aligned with delegation of authority policies across the Group and its divisions.

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Executive Committee

Provides executive leadership to deliver the Group strategy and manage the operation of the business on a day-to-day basis.

Divisional Boards

The Group has six divisions, five located in different geographies in the UK and one focused on partnerships and strategic land. Each division is run by a divisional board comprising directors responsible for specific disciplines.

  • Consider the operational matters and key risks of the division
  • Monitor and control costs at a divisional level
  • Responsible for delivering high levels of customer service, quality and SHE performance.

Safety, Health & Environment Committee

  • Monitors performance against the Group’s SHE strategy
  • Sets associated policies, procedures and initiatives
  • Oversees the management of the Group’s SHE risks.

Project Committee

In line with agreed delegations and limits:

  • Manages the land portfolio and allocation of project capital across the Group
  • Oversees all major investment and divestment decisions on behalf of the Executive Committee and Board.

Sustainability Committee

  • Monitors performance against the Group’s Sustainability strategy
  • Recommends associated targets, policies and initiatives to the Board
  • Oversees the management of the Group’s Sustainability risks.

Committees

Audit and Risk Committee

  • Oversees financial reporting and disclosures to the market
  • Monitors internal controls and risk management
  • Monitors reporting, independence and effectiveness of external and internal auditors.

Nomination Committee

  • Reviews the balance, diversity, independence and effectiveness of the Board
  • Oversees the selection and appointment of new Directors to the Board
  • Monitors succession planning for the Board and the Executive Leadership Team, alongside talent management.

Remuneration Committee

  • Sets the remuneration policy at Board and Executive Leadership Team level
  • Aligns remuneration with the enhancement of shareholder value and delivery of the Group strategy
  • Considers pay for the wider workforce and when setting remuneration for the Executive Directors.

Executive Committee

Committees

 

Provides executive leadership to deliver the Group strategy and manage the operation of the business on a day-to-day basis.

Divisional Boards

The Group has six divisions, five located in different geographies in the UK and one focused on partnerships and strategic land. Each division is run by a divisional board comprising directors responsible for specific disciplines.

The Directors

  • Consider the operational matters and key risks of the division
  • Monitor and control costs at a divisional level
  • Responsible for delivering high levels of customer service, quality and SHE performance.

Safety, Health &
Environment Committee

  • Monitors performance against the Group’s SHE strategy
  • Sets associated policies, procedures and initiatives
  • Oversees the management of the Group’s SHE risks.

Project Committee

In line with agreed delegations and limits:

  • Manages the land portfolio and allocation of project capital across the Group
  • Oversees all major investment and divestment decisions on behalf of the Executive Committee and Board.

Sustainability Committee

  • Monitors performance against the Group’s Sustainability strategy
  • Recommends associated targets, policies and initiatives to the Board
  • Oversees the management of the Group’s Sustainability risks.

Audit and Risk Committee

  • Oversees financial reporting and disclosures to the market
  • Monitors internal controls and risk management
  • Monitors reporting, independence and effectiveness of external and internal auditors.

Nomination Committee

  • Reviews the balance, diversity, independence and effectiveness of the Board
  • Oversees the selection and appointment of new Directors to the Board
  • Monitors succession planning for the Board and the Executive Leadership Team, alongside talent management.

Remuneration Committee

  • Sets the remuneration policy at Board and Executive Leadership Team level
  • Aligns remuneration with the enhancement of shareholder value and delivery of the Group strategy
  • Considers pay for the wider workforce and when setting remuneration for the Executive Directors.

BOARD COMMITTEES

The Audit & Risk, Nomination and Remuneration Committees are Committees of the Board as defined by the Company’s Stakeholders. The powers and discretions of each committee are delegated by the Board of Directors of the Company, in accordance with that committee's respective terms of reference.

Audit & Risk Committee Terms of Reference

Nomination Committee Terms of Reference

Remuneration Committee Terms of Reference

SUSTAINABILITY GOVERNANCE

The Board

The Board has ultimate responsibility for sustainability and ESG matters and provides oversight of the sustainability strategy

Sustainability Committee

The Sustainability Committee is delegated authority from the Executive Committee to ensure sustainability matters are integrated within the business. The Committee has oversight of issues relating to sustainability throughout the Group and is responsible for overseeing the development and delivery of strategic aims and initiatives to improve performance. The Chief Executive has ultimate responsibility for sustainability, including climate change, and chairs the Committee.

GROUP PRODUCTION TEAM

The Group Production Director, who also sits on the Sustainability Committee, manages policies and procedures that govern the delivery of outputs from the Committee through a small dedicated team. This team is empowered to engage with the relevant people across the business, including Board members and the Executive Leadership Team (ELT). The Group Production team has in-depth knowledge of sustainability issues, including current and potential future policy. The Group Production Director also sponsors key Functional Forums that are responsible for ensuring delivery of our objectives through our operating Divisions.

Sustainability Strategy, Initiatives And Targets

Functional Forums

Functional Forums are responsible to deliver initiatives, achieve targets and embed related procedures within the business.

SHE & BUILD
TECHNICAL
COMMERCIAL
SALES & MARKETING
LAND & PLANNING
CUSTOMER SERVICE

Managing Directors

Managing Directors are accountable to ensure that any outcomes from the strategy and initiatives that are embedded within the business are followed.

Divisions

Divisions must comply with procedures and assist in delivering initiatives and targets efficiently and effectively.

We measure our sustainability performance against key standards, disclosures, and the criteria most material to our business and stakeholders. Our performance data is detailed in our ESG Data Handbook.

We were proud to receive a score of A- for our recent CDP disclosure and we are committed to supporting the UN Sustainable Development Goals (SDGs). We identified eight goals that are most relevant to our business and where we can make the most significant contribution. Further information on our climate related governance and risks and opportunities is available in our annual CDP response and in our Annual Integrated Report.

OUR BEHAVIOURS

Crest Nicholson requires all employees to conduct business legally; the same is expected from our supply chain partners and any other stakeholders. Crest Nicholson does not tolerate discrimination, dishonesty or unethical behaviour in any form, and has appropriate disciplinary mechanisms in place.

You can find our policies here.

Equality and Diversity

Crest Nicholson values equality and diversity in employment and we select and promote employees based on their aptitudes and abilities, not their sex, sexual orientation, marital status, race, nationality, ethnic or national origin, age or disability. Everyone is different and has something unique to offer. Our Equality and Diversity Policy ensures that all employees and job applicants are accorded equal opportunities for recruitment, remuneration, access to benefits, training and promotion, together with an on-going emphasis on monitoring and developing the diversity of our workforce.

We recognise the benefits of a diverse workforce and pro-actively seek to create and maintain a balanced workforce at all levels and across all divisions. Workplace discrimination or harassment will not be tolerated and will be handled under our disciplinary and grievance procedures.

We monitor exit interview information and our annual turnover and report the diversity breakdown of our staff in our annual report and in internal monthly management reports. Our Equality and Diversity policy is reviewed and up-dated regularly and is available here.

Harassment and Bullying

The Company expects its employees to behave in a professional way towards colleagues, supply chain partners and stakeholders; and treat people with dignity and respect. Our Harassment and Bullying Policy works to ensure the organisation has procedures in place to minimise and eliminate any form of harassment or bullying at work. Harassment or bullying can take many forms from relatively mild banter, or offensive language, to actual physical violence. The Company has a responsibility towards any employee who is subjected to this type of behaviour either at work or through the course of work; this includes at work organised social events.

Anti Bribery and Corruption

In keep with the Bribery Act 2010, Crest Nicholson operates and maintains a number of policies and procedures to prevent bribery and corruption, including an anti-bribery and corruption policy, a gifts and entertainment policy and guidance around bribery risk areas. The Anti-Bribery and Corruption Policy sets out a clear code of conduct for employees and supply chain partners to ensure they understand and conduct themselves in accordance with the legal regulations relating to bribery and corruption. Staff receive ongoing training on the Group’s policies in this area and the Act generally. Our policy is available to view here.

Whistleblowing

Our Whistleblowing Policy encourages employees and supply chain partners to report any concerns or malpractice to the organisation or through a free and independent helpline. Any person who raises an issue of concern will be treated with respect and will be assured that the matter will be properly and thoroughly investigated, and necessary actions taken. You can read our full Whistleblowing Policy here.

Health and Wellbeing

In addition to our Corporate Health and Safety Policy, which covers the safety of our employees and contractors while they carry out their roles, we also actively promote the general health and welfare of our permanent employees through a number of initiatives and measures. These include access to:

  • private medical insurance
  • a healthcare cash plan providing assistance with day-to-day health costs like prescriptions and discounted gym memberships
  • a comprehensive Employee Assistance Programme covering a range of issues at work and at home, including a confidential and professional counselling service
  • an occupational health and safety service for managers to refer employees with long-term health concerns

Communication with Employees

Crest Nicholson's values, policies, and procedures form part of its formal contract with employees, both permanent and temporary. Policies and procedures are reviewed and approved by the Executive Leadership Team and are communicated using appropriate media, including the Company intranet.

Staff engagement is important to Crest Nicholson. Information and changes that the Company wishes to communicate (including trading updates) are disseminated via various media as appropriate to the message, such as departmental briefings, road shows and one on one meetings, plus the Company intranet.

Compliance

A wide range of legislation governs housing development, including Building Regulations, advertising and marketing, health and safety, environmental management, and employment practices. In many cases we go well beyond compliance requirements, setting our own internal high standards. Please see our Annual Integrated Report for a summary of how we operate in compliance with prevailing laws and regulations.

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Tax Strategy

Matters Reserved to the Board