Corporate Governance

The Board is committed to the highest standards of corporate governance.

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 each year in our annual report and accounts details our compliance with the Code. Our latest annual report can be found here.

Board composition and independence 

The DFS Board comprises seven members, the Non-Executive Chairman, independent upon appointment, four Independent Non-Executive Directors and two Executive Directors, fulfilling its independence objectives. 

Our Purpose 

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Board Committees

The Board has established and delegated specific responsibilities to the following Committees.

The Audit Committee has responsibility for monitoring of the Company and its subsidiaries’ financial integrity of the financial statements and the involvement of its auditors in that process. It focuses on compliance with accounting policies and ensuring that an effective system of internal financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. The Audit Committee meets at least three times a year at the appropriate times in the reporting and audit cycle.

The Audit Committee comprises at least three members who are Independent Non-Executive Directors and is chaired by a member with recent and relevant financial experience.

The terms of reference of the Audit Committee 

The Nomination Committee has responsibility for considering and making recommendations to the Board in respect of appointments to the Board and to the Board committees. The Committee is responsible for keeping the structure, size and composition of the Board under regular review, the annual evaluation of the Board performance and for making recommendations to the Board with regard to any changes necessary.

The Nomination Committee is chaired by the Steve Johnson Chair of the Board of Directors' and comprises all of the Independent Non-Executive Directors.

The Nomination Committee’s terms of reference 

The Responsible and Sustainable Business Committee has responsibility for ensuring the Board has oversight of the Group's Environmental, Social and Governance (“ESG”) strategy.

The terms of reference for the Responsible and Sustainable Business Committee

The Remuneration Committee has responsibility, subject to any necessary Shareholder approval, for the determination of the terms and conditions of employment, remuneration and benefits of each of the Executive Directors and certain other senior executives. Recommending and monitoring the level and structure of remuneration for senior management and the implementation of share option or other performance-related schemes.

The Remuneration Committee comprises at least three members who are Independent Non-Executive Directors. The committee chair has significant experience having previously served on other remuneration committees for at least 12 months as recommended by the Code.

The terms of reference of the Remuneration Committee 

The Company’s remuneration strategy is to provide a remuneration framework that will:

  • attract, motivate and retain executives and senior management in order to deliver the Company’s strategic goals and business outputs;
  • encourage and support a high performance sales and service culture, ensuring good customer outcomes;
  • reward delivery of the Company’s business plan and key strategic goals;
  • adhere to the principles of good corporate governance and appropriate risk management; and
  • align employees with the interests of Shareholders and other external stakeholders and encourage widespread equity ownership across DFS.

It is intended that salaries and packages that DFS will pay will be broadly in line with those of UK listed companies of a similar size and complexity. 


Jane Bednall

No further payments are due to Jane Bednall following her stepping down from the Board on 23 June 2023. Jane has received her fees to date, as set out in the Directors’ Remuneration Report section of the 2023 Annual Report and Accounts.