The role of the Board is to direct the affairs of the Group so that consistent profitable growth is achieved which meets stakeholder and shareholder interests.

Our Board Directors are bound by duties set out in Section 172 of the Companies Act 2006, to promote the success of the Group for the benefit of our members as a whole. In doing so, however, they must have regard to the interests of all of our stakeholders, to ensure the long-term sustainability of the Group. The Board is therefore responsible for ensuring that it fulfils its obligations to those impacted by our business, in its stakeholder consideration and engagement.

Our Directors recognise the value and importance of meeting the principles of good corporate governance as set out in the UK Corporate Governance Code ('the Code').

We report as fully and transparently as possible; further information regarding our position on corporate governance can be found in the Corporate Governance section of the latest full year Annual Report and Accounts.

More information on the most recent effectiveness review, composition and tenure of our Board can be found in our Governance report.

Our Board Directors are bound by duties set out in Section 172 of the Companies Act 2006, to promote the success of the Group for the benefit of our members as a whole. In doing so, however, they must have regard to the interests of all of our stakeholders, to ensure the long-term sustainability of the Group. The Board is therefore responsible for ensuring that it fulfils its obligations to those impacted by our business, in its stakeholder consideration and engagement.

Our Directors recognise the value and importance of meeting the principles of good corporate governance as set out in the UK Corporate Governance Code ('the Code').

We report as fully and transparently as possible; further information regarding our position on corporate governance can be found in the Corporate Governance section of the latest full year Annual Report and Accounts.

More information on the most recent effectiveness review, composition and tenure of our Board can be found in our Governance report.

Board composition and independence

The Chair is primarily responsible for the leadership and effectiveness of the Board.

The Chair is also responsible for chairing its meetings, having agreed a balanced agenda with the Chief Executive covering business performance, strategy, risk and people. They ensure Directors receive accurate, timely and clear information for robust debate and high-quality decision making and that their time is allocated to the right things.

The Chair is also responsible for establishing effective shareholder engagement.

The SID supports the Chair on all governance issues including the annual review of Board effectiveness. They provide a communication channel between the Chair and Non-Executive Directors and, when required, principal shareholders including representative bodies. This communication channel is in addition to and does not replace existing channels.

The Executive Directors, as well as their general legal responsibilities as Directors of the Company, the Chief Executive Officer and the Chief Financial Officer have been delegated the day-to-day running of the Group by the Board and are responsible for all aspects of the performance and management of the Group.

This includes developing business strategies for Board approval and achieving timely and effective implementation whilst managing the risks.

The Non Executive Directors are selected for their skills and experience and expected to act in an independent manner, bringing expertise, scrutiny and challenge, and supporting our Group in delivering better outcomes for all stakeholders.

The Company Secretary appointed by the Board advises the Board on all legal and corporate governance issues, including sustainability. Additionally, they ensure that information flows within the Board and its Committees and between the Group Leadership Team and Non-Executive Directors.

The Chair is primarily responsible for the leadership and effectiveness of the Board.

The Chair is also responsible for chairing its meetings, having agreed a balanced agenda with the Chief Executive covering business performance, strategy, risk and people. They ensure Directors receive accurate, timely and clear information for robust debate and high-quality decision making and that their time is allocated to the right things.

The Chair is also responsible for establishing effective shareholder engagement.

The SID supports the Chair on all governance issues including the annual review of Board effectiveness. They provide a communication channel between the Chair and Non-Executive Directors and, when required, principal shareholders including representative bodies. This communication channel is in addition to and does not replace existing channels.

The Executive Directors, as well as their general legal responsibilities as Directors of the Company, the Chief Executive Officer and the Chief Financial Officer have been delegated the day-to-day running of the Group by the Board and are responsible for all aspects of the performance and management of the Group.

This includes developing business strategies for Board approval and achieving timely and effective implementation whilst managing the risks.

The Non Executive Directors are selected for their skills and experience and expected to act in an independent manner, bringing expertise, scrutiny and challenge, and supporting our Group in delivering better outcomes for all stakeholders.

The Company Secretary appointed by the Board advises the Board on all legal and corporate governance issues, including sustainability. Additionally, they ensure that information flows within the Board and its Committees and between the Group Leadership Team and Non-Executive Directors.

In this section

Board responsibilities

The Board is responsible for developing the strategy of the Group and ensuring there are sufficient resources to successfully implement that strategy.

Board responsibilities

Board Committees

The duties and responsibilities of the Committees are detailed in the Committee Terms of Reference and are reviewed regularly.

Board Committees

Policies and procedures

DFS is committed to carrying out its business fairly, honestly and openly and we expect the same high standards of integrity from all of our employees, suppliers and partners.

Policies and procedures