Corporate governance
Our commitment
The Board is firmly committed to the highest standards of corporate governance and recognises the value and importance of sound corporate governance commensurate with the size and nature of the Group and the interests of its shareholders. Details of our Board and Committee responsibilities are included below. More information on our governance framework, including how we comply with the QCA Code, can be found on pages 46 – 80 of the 2025 Annual Report and Accounts dated 18 June 2025 which can be downloaded here Annual Report and Accounts.
Board & Management
The Board’s main priority for FY26 will be oversight and development of the strategy, including taking the decisions necessary to support the growth and ongoing diversification of the business. To do this, we will ensure that the governance framework continues to evolve and provide the requisite support for, and challenge to, the executive team. In addition, we will continue to provide oversight and guidance on balancing cost management with the investment needed to deliver our long-term strategic ambitions and build on our existing market share.
The Board conducts an annual evaluation of its performance, including its committees and individual directors, with external facilitation taking place periodically. The evaluation process includes assessing the effectiveness of the Board and its committees, reviewing Board members' skills, and appraising individual directors.
Board & Committee Effectiveness: Effectiveness is evaluated through questionnaires and qualitative feedback. Committee evaluations include communal and committee-specific questions, with results reviewed by each committee and the Nomination Committee.
Skills Assessment: An annual Skill Matrix is conducted via an online questionnaire, excluding self-ratings. The anonymised scores provide a baseline of the Board's skills composition, covering industry knowledge, technical skills, governance and ESG, and behavioural competencies. The Nomination Committee reviews the skills matrix and gap analysis, suggesting measures to address any gaps.
Individual Director Appraisals: Directors are evaluated based on peer assessments, behavioural competencies, and qualitative feedback. The Chair reviews appraisal reports and provides feedback, while the SID appraises the Chair. The Nomination Committee seeks additional feedback on Executive Director performance, with final assessments approved after one-to-one meetings.
The internal Board evaluation in FY26 showed improvement since the last review and did not reveal any material points of concern. We confirm that the Board has the necessary skills to oversee and support the Group’s strategy and the evaluation also informed the Board’s training plan for FY27. We expect the next external evaluation to take place in FY28.
The role specifications below set out the clear division of responsibility between the Executive and Non-Executive members of the Board, as well as the role of the Company Secretariat, which supports the integrity of our operations.
Non-Executive
Chair
- Leading the Board and promoting a culture of openness and constructive challenge and debate
- Setting the Board agenda and ensuring there is adequate time available for discussion of all agenda items, particularly strategic issues
- Ensuring effective engagement with the Group’s stakeholders
- Ensuring the Board’s effectiveness
- Ensuring the Group’s corporate governance is maintained in line with good practice and internal policies
Senior Independent Director
- Providing a sounding board for the Chair
- Overseeing the evaluation of the Chair’s performance
- Serving as an intermediary for the other Directors, when necessary
Non-Executive Directors
- Constructively challenging and assisting in the development of strategy
- Scrutinising, measuring and reviewing the performance of Executive Directors and management
- Providing independent insight and support based on relevant experience
- Serving on or chairing various Board committees
Executive
Chief Executive Officer
- Providing clear and visible leadership
- Proposing and directing the execution of strategy set by the Board through leadership of the Executive Board
- Responsible for the overall operational business and functions
- Keeping the Chair and the Board appraised of key issues facing the Group
- Ensuring that the Group’s business is conducted with the highest standards of integrity, in keeping with Peel Hunt’s purpose, values and culture
- Managing the Group’s risk profile and ensuring actions are compliant with the Board’s risk appetite
- Managing investor relations activities, including effective and ongoing communication with shareholders and other stakeholders
Chief Operating Officer
- Supporting the CEO in developing and implementing strategy
- Leading the Group’s support and infrastructure functions including Risk, Technology, the COO Function, Procurement and Legal & Company Secretariat
- Managing investor relations activities alongside the CEO
- Production of the Annual Report and Accounts
Group Finance Director
- Leading the Group’s support and infrastructure functions including Finance and Operations
- Providing financial leadership to the Group and aligning the Group’s business and financial strategy
- Responsibility for financial planning and analysis, treasury and tax functions
- Managing the capital structure of the Group
- Production of the Annual Report and Accounts
- Managing capital and liquidity
- Managing investor relations activities alongside the CEO
Company Secretariat
- Supporting the Chair in relation to compliance with Board procedures, ensuring that all Board and committee meetings are properly conducted
- Ensuring that the Directors receive high-quality information prior to meetings to enable them to make an effective contribution and support decision making, and that governance requirements are considered and implemented
- Facilitating the Directors’ induction programmes, assisting with ongoing professional development and considering Board and committee effectiveness with the Board and committee chairs
Peel Hunt has a structured succession plan to ensure leadership continuity by identifying and developing internal talent for key roles and reducing disruption from unexpected departures.
Senior Management Succession: The process includes assessing current leaders, identifying future talent, developing skills through training and mentoring, and continuously monitoring progress and readiness.
Board Succession: The Board has contingency plans for short-term coverage and long-term succession. The Nomination Committee manages appointments, using open advertising or external advisers where necessary, and selects candidates based on merit, experience, and diversity. Board evaluations help identify future leadership needs and refine selection criteria.
While the Company is Guernsey registered, our purpose aligns with section 172 of the UK Companies Act 2006, which requires directors to promote the long-term success of the Company for the benefit of our members and other key stakeholders.
Maintaining our relationships with shareholders is essential, and our Executive Directors, Chair and SID meet regularly with shareholders to hear their views. Feedback from these meetings is provided to the Board, which enables the Board to consider shareholders’ interests and take any necessary actions arising from the feedback.
Just as we meet with and update our shareholders, we communicate with all our stakeholders through digital media, including podcasts and video updates, social media, and via our website
The Board seeks regular feedback from all key stakeholders, in particular clients, people, shareholders and regulators, to ensure stakeholders’ views can be factored into key decisions. In our annual report we explain in broad terms how the Company engages with our various stakeholders and the actions generated as a result of that engagement.
Audit Committee
The Audit Committee has responsibility for, among other things, the monitoring of the integrity of the Group’s financial statements, reviewing the effectiveness of the internal control framework and ensuring that the Group applies accurate financial reporting and sound internal control principles. The Audit Committee also provides oversight of the activities of Peel Hunt’s internal and external auditors. 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 four times a year, having regard to the financial reporting cycle, and such other times as the chair of the Committee thinks fit. The responsibilities of the Audit Committee covered in its terms of reference include oversight of the external and internal audit, the financial reporting process, whistleblowing arrangements and systems of governance and internal controls.
The Group Audit Committee (the Committee or Audit Committee) comprises entirely independent Non-Executive Directors. The Committee meetings are regularly attended by the other Non-Executive Directors and senior managers, including the Board Chair, the CEO, COO, Group Finance Director, Chief Risk Officer, Chief of Internal Audit and representatives from our external auditors and our co-source internal audit partner.
Chair: Elizabeth Blythe
Members: Maria Bentley and Richard Brearley
All of whom are independent non-executive directors.
Risk Committee
The Risk Committee has responsibility for, among other things, providing oversight and advice to the Board regarding the Group’s risk exposure and future risk strategy, implementing and overseeing the Group’s risk appetite and reviewing and challenging the Group’s Enterprise Wide Risk Management Framework, and overseeing the risks to good conduct within the Group. The Risk Committee also reviews the Group’s overall internal assessments of risk and reviews the Group’s capability to identify and manage new risk types. The Risk Committee meets at least four times a year, and more frequently if required. The responsibilities of the Risk Committee covered in its terms of reference include oversight of current and potential risk exposures and future risk strategy, and implementing and oversight of the Group’s risk appetite.
The Group Risk Committee (the Committee or Risk Committee) comprises entirely independent Non-Executive Directors. The Committee regularly invites the other Non-Executive Directors, the CEO, COO, Group Finance Director, Chief Risk Officer, the Head of Compliance & MLRO and the Chief of Internal Audit to attend. Other senior managers from across the business also attend when required.
Chair: Richard Brearley
Members: Maria Bentley and Elizabeth Blythe
All of whom are independent non-executive directors.
Remuneration Committee
The purpose of the Remuneration Committee is to consider and agree a remuneration policy for all employees, including executive directors and senior executives, ensuring alignment to the Company’s business objectives, values, risk appetite, regulatory compliance and the long-term sustainable success, recognising the interest of all relevant stakeholders. The Committee has specific responsibility for determining and overseeing the application of remuneration policy, including the approval of individual remuneration arrangements and performance outcomes for executive directors and senior executives. The full responsibilities of the Remuneration Committee (which meets at least four times a year) are outlined in the terms of reference. Key areas include the following: determining and monitoring policy on remuneration, terms of service, broader employment terms and conditions, reporting and disclosure and regulatory alignment.
The Remuneration Committee is composed exclusively of Independent Non-Executive Directors. The Director of People & Communications and our remuneration advisors are regularly invited to attend meetings, along with Executive Directors, who recuse themselves from discussions when necessary.
Chair: Maria Bentley
Members: Elizabeth Blythe and Richard Brearley
All of whom are independent non-executive directors.
Nomination Committee
The Nomination Committee is responsible for overseeing nominations and appointments of candidates to the Board and their succession planning and diversity. The Nomination Committee also has responsibility for overseeing the Group’s talent development strategy and overseeing training sessions for Board members. The Nomination Committee meets at least two times a year, and additionally as required. The Nomination Committee’s terms of reference deal with such things as membership, quorum and reporting responsibilities.
The Nomination Committee is composed exclusively of Non-Executive Directors. The Director of People & Communications and external advisers are regularly invited to attend meetings, along with Executive Directors, who recuse themselves from discussions when necessary.
Chair: Lucinda Riches
Members: Maria Bentley, Elizabeth Blythe and Richard Brearley (independent non-executive directors) and Darren Carter (non-executive director not considered to be independent).
ESG Committee
The Environmental, Social and Governance (ESG) Committee has responsibility for the formulation, implementation, and development of Peel Hunt’s ESG strategy with regard to current and future ESG objectives. In addition, the ESG Committee, with authority from the Board, provides oversight of, and delegation to, the Sustainability Forum with respect to responsible and sustainable business activities and the Diversity, Equity & Inclusion Forum with respect to diversity, well-being, and corporate social responsibility. The ESG Committee meets at least four times a year, and more frequently if required. The responsibilities of the ESG Committee covered in its terms of reference include identifying and monitoring ESG matters that may affect Peel Hunt’s operations and/or strategy, assessing policies and procedures for identifying and managing ESG risks and providing oversight of Peel Hunt’s overall approach to its sustainability and diversity commitments and targets.
The Group ESG Committee (the Committee or ESG Committee) comprises Non-Executive Directors, and regularly invites the Director of People and Communications, members of the management-level ESG Working Group and the Chairs of our Sustainability Forum and Diversity, Equity and Inclusion (DEI) Forum.
Chair: Richard Brearley
Members: Maria Bentley and Elizabeth Blythe (independent non-executive directors)