Committees

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 Julie Brown and is composed of the following independent Non-Executive Directors:

• Julie Brown
• Melissa Bethell
• Susan Kilsby
• Ireena Vittal

Terms of reference of the Audit Committee (PDF 247KB)

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

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 Sir John Manzoni and is composed of the following independent Non-Executive Directors:

• Sir John Manzoni
• Melissa Bethell
• Karen Blackett
• Julie Brown
• Valérie Chapoulaud-Floquet
• Susan Kilsby
• Ireena Vittal

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 Chair, 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 the following independent Non-Executive Directors:

• Susan Kilsby
• Melissa Bethell
• Karen Blackett
• Valérie Chapoulaud-Floquet

Terms of reference of the Remuneration Committee (PDF 102KB)

Details of the connections of the independent remuneration consultants with Diageo can be found in the 2025 Directors' Remuneration Report (PDF 766KB).

The attached document refers to matters reserved for the Board:

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.