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Committees

Our Board of Directors has established several committees, each with clearly defined terms of reference, procedures and responsibilities.

Audit Committee

The Audit Committee is responsible for monitoring and reviewing the integrity of the company’s financial statements and reporting, its internal control and risk management processes, its audit and risk activities, business conduct and integrity, whistleblowing and breach allegation investigations, and appointing and monitoring the performance of the external auditor.

The Audit Committee is chaired by Alan Stewart and consists of all the independent Non-Executive Directors:

  • Alan Stewart
  • Melissa Bethell
  • Karen Blackett
  • Valérie Chapoulaud-Floquet
  • Susan Kilsby
  • Sir John Manzoni
  • Nicola Mendelsohn
  • Ireena Vittal

Terms of reference of the Audit Committee (PDF 253KB) 

PricewaterhouseCoopers LLP was appointed as auditor of the company in 2015.

 

Nomination Committee

The Nomination Committee is responsible for keeping under review the composition of the Board and succession to it, reviewing succession planning for key Executive Committee roles, and succession planning and overall talent strategy for senior leadership positions, including in relation to ensuring and encouraging diversity in leadership positions.

The Nomination Committee is chaired by Javier Ferrán and comprises all the independent Non-Executive Directors:

  • Javier Ferrán
  • Melissa Bethell
  • Karen Blackett
  • Valérie Chapoulaud-Floquet
  • Susan Kilsby
  • Sir John Manzoni
  • Nicola Mendelsohn
  • Alan Stewart
  • Ireena Vittal

Terms of reference of the Nomination Committee (PDF 125KB)

 

Remuneration Committee

The Remuneration Committee is responsible for making recommendations to the Board on remuneration policy for Executive Directors and Executive Committee members, setting, reviewing and approving individual remuneration arrangements for the Chairman, Executive Directors and Executive Committee members, determining arrangements in relation to termination of employment of the Executive Directors and other designated senior executives and ensuring that remuneration outcomes are appropriate in the context of underlying business reviewing workforce pay and related policies and the alignment of incentives with culture.

The Remuneration Committee is chaired by Susan Kilsby and is made up of all the independent Non-Executive Directors:

  • Susan Kilsby
  • Melissa Bethell
  • Karen Blackett
  • Valérie Chapoulaud-Floquet
  • Sir John Manzoni
  • Nicola Mendelsohn
  • Alan Stewart
  • Ireena Vittal

Terms of reference of the Remuneration Committee (PDF 104KB)

Details of the connections of the independent remuneration consultants with Diageo can be found in the 2022 Directors' Remuneration Report (PDF 383KB)

 

Matters reserved to the Board

The attached document refers to matters reserved to the Board:

Matters reserved to the Board (PDF 142KB)

 

Committees appointed by the Chief Executive

The chief executive has established several committees, including the Audit and Risk Committee, Finance Committee and Filings Assurance Committee. Please see the attached document for the remits and responsibilities of these committees.

Committees appointed by the Chief Executive (PDF 20KB)

 

Annual Report

Read our Annual Report for more information on our committees