Board & Committees
Board members
Chris Grigg, Non-executive Chairman
Peter Dilnot, Chief Executive Officer
Matthew Gregory, Chief Financial Officer
David Lis, Senior Independent Director
Heather Lawrence, Non-executive Director
Charlotte Twyning, Non-executive Director
Gillian Elcock, Non-executive Director
Ian Barkshire, Non-executive Director
The Board is committed to maintaining the high standards of corporate governance required to ensure that the Company can continue to deliver on its strategic goals, and to achieve long-term success for the benefit of its stakeholders.
As part of this approach, the Board has applied the principles and complied with the provisions of corporate governance contained in the UK Corporate Governance Code (the “Code”) issued by the Financial Reporting Council (the “FRC”) and available to view on the FRC’s website.
In support of this commitment, the Board carried out a number of key governance activities during 2024 designed to ensure that Melrose remains compliant with the provisions of the Code and to enable continuous improvement in line with best practice corporate governance guidelines.
Succession planning
Succession planning continued to be a key area of focus for Melrose throughout 2024. The Nomination Committee and the Board considered the present and future leadership requirements of the business, as the Group completed its transition to a global aerospace technology business, as well as the skills, experience and diversity required at Board level going forward to facilitate delivery of the Group’s new business model and strategic objectives. We recognise that succession planning is an ongoing process and is critical to maintaining an effective and high-quality Board and ensuring that its composition continues to best support the business.
Mr Peter Dilnot and Mr Matthew Gregory were appointed as Chief Executive Officer and Chief Financial Officer on 6 and 7 March 2024 respectively, and collectively they provide strong FTSE plc executive and aerospace sector experience in addition to Melrose and GKN Aerospace executive management continuity. Mr Dilnot previously served as Melrose Chief Operating Officer, and as Chief Executive Officer of GKN Aerospace for periods during his tenure as an executive Director of Melrose, while Mr Gregory previously served as Chief Finance Officer of GKN Aerospace, and prior to that served as the Chief Financial Officer and latterly Chief Executive Officer of FirstGroup plc.
Mr Dilnot and Mr Gregory succeeded Mr Simon Peckham and Mr Geoffrey Martin who stepped down on 6 and 7 March 2024, respectively. Mr Christopher Miller stepped down as Executive Vice‑Chairman on 7 March 2024 and Ms Victoria Jarman, Non‑executive Director, stepped down from the Board at the Annual General Meeting on 2 May 2024.
Having led the Board through the Group’s recent strategic transition, Mr Dowley stepped down from the Board on 31 March 2025. The Board was delighted to appoint Mr Chris Grigg as Non‑executive Director on 1 October 2024 and then Chairman of the Board on 30 March 2025. Mr Grigg has extensive senior executive experience as a former FTSE Chief Executive Officer as well as 10 years’ experience as Non‑executive Director of BAE Systems plc, latterly serving as its Senior Independent Director.
Succession planning arrangements for the Board as a whole were reviewed and considered in 2024. This included a review and discussion of the skill set of the Directors in light of the change in business strategy to operating as a global aerospace technology business, as well as a review of the tenure, diversity and independence of those already on the Board. This review allowed the Nomination Committee to satisfy itself that the right balance of skills, experience and diversity are reflected and being developed, and that the composition of the Board is consistent with the Board's Diversity policy.
Further details with respect to this review and succession planning more generally are set out in the Nomination Committee Report on pages 132 to 135 of the 2024 Annual Report.
Remuneration
The 2024 Directors’ Remuneration Report, comprising the annual statement from the Chair of the Remuneration Committee and the Annual Report on Remuneration, is available on pages 136 to 155 of the 2024 Annual Report.
The 2024 Directors’ Remuneration Policy rebalanced the Company’s remuneration structure to support Melrose’s change in strategy to operating as a global aerospace technology business by aligning executive remuneration with its FTSE 100 peers. The 2024 Directors’ Remuneration Policy adopted a structure and mechanics that are more reflective of the majority of FTSE 100 companies, including the introduction of a Performance Share Plan. Following engagement with a wide variety of stakeholders, including key shareholders, the 2024 Directors’ Remuneration Policy received strong shareholder support with 96.84% of votes cast in favour of the relevant resolution at the 2024 AGM.
Melrose’s overarching remuneration philosophy remains unchanged: in order to align senior management with shareholders, executive remuneration should be simple, transparent, support value creation and pay only for performance.
Sustainability
The Board is mindful of its responsibilities regarding climate change and sustainability more broadly, which are central to implementing the Company’s purpose and strategy. In particular, the Board assesses the basis on which the Company generates and preserves value over the long-term, including reviewing opportunities and risks, and the sustainability of the Company’s business model.
The Company has carefully considered how it can strategically address matters relating to sustainability in the most efficient and appropriate way. The Board oversees and retains ultimate responsibility for the Group's strategy, initiatives and disclosure in respect of improving the Group's sustainability performance. The Board receives training and updates on key sustainability and climate-related issues, and on the specific measures that need to be implemented to drive improved sustainability performance over the longer term, for the benefit of all stakeholders. Sustainability remains a Board meeting agenda item.
Having integrated Environmental, Social and Governance (“ESG”) metrics into executive remuneration as part of the implementation of the long-term incentive plan within the 2024 Directors’ Remuneration Policy, awards were granted to executive Directors during 2024 under the Melrose 2024 Performance Share Plan with a proportion of those awards being subject to the achievement of ESG targets over a three-year performance period.
Risk management and internal control
Melrose has implemented a Group Enterprise Risk Management programme, with complementary processes and procedures. During 2024, the Audit Committee continued to keep the Company’s internal financial controls systems that identify, assess, manage and monitor financial risks and other internal control and risk management systems, and the effectiveness of the Group’s risk management system, under review through regular updates from management as well as from the Group’s internal auditors. This included regular reviews of the key findings presented by the internal auditors having agreed the scope, mandate and review schedule in advance as well as reviews with the external auditors.
The executive committee, with support from the Melrose legal team, financial compliance and assurance team and other members of senior management, led the Group‑wide risk review and reporting process through 2024. The top‑down, bottom‑up risk review process involves multiple rounds of direct engagement with the Group’s key risk owners who either sit on or report to members of the Group’s executive committee as well as other key senior risk owners, integrated with bottom‑up divisional risk register reporting. This supports the Audit Committee’s oversight of developing risk areas, mitigations, controls and trends. Furthermore, it has helped to guide the Audit Committee on relevant updates to the Group’s principal risks (including assessing, for discussion by the Board in exercising its oversight over the material controls, and new and/or emerging principal Group risks).
Ethics and compliance
The Group Code of Ethics reinforces our values and provides guidance for all employees, contractors and business associates so that they are aware of what is expected of them, their responsibilities and the consequences of non-compliance. The principles outlined in our Code of Ethics are embedded within the Group, and mechanisms and policies are in place for anyone to whom the Code of Ethics applies to seek guidance on interpreting its principles, where required.
The Code of Ethics is supported by Group compliance policies covering best practice with respect to anti-bribery and corruption, anti-money laundering, anti-facilitation of tax evasion, competition, conflict minerals, trade compliance, data privacy, whistleblowing, treasury and financial controls, anti-slavery and human trafficking, document retention, joint ventures, diversity and inclusion, environmental, human rights, supply chain, biodiversity and water.
Engagement with stakeholders
In 2024, the Company continued to run engagement initiatives with key shareholders and governance bodies on key topics including diversity, sustainability and remuneration. Members of the Board also made themselves available to discuss issues with key investors and other stakeholders on an ad-hoc basis upon request. Full details of how the Board engages with all of its stakeholders and considers them in its decision-making is set out in our Section 172 Statement on pages 45 to 50 of the 2024 Annual Report.
Main responsibilities of the Board
The main responsibilities of the Board are to:
- Effectively manage and control the Company via a formal schedule of matters reserved for its decision.
- Define the Group’s purpose, determine and review Group strategy and policy to deliver that purpose, and provide strategic leadership to the Group.
- Set the Group’s values and behaviours that shape its culture and the way it conducts business, ensure that the Company’s culture is aligned with those principles, and monitor the way those values and behaviours impact on the Group’s culture.
- Review financial and trading performance in line with the Group’s strategic objectives.
- Ensure that adequate funding and personnel are in place.
- Engage with stakeholders and key shareholders on issues that are most important to the long-term success of the Company, and to understand their views on governance and performance against the Group’s strategy.
- Oversee the effective operation of the Workforce Advisory Panel (“WAP”) in ensuring the views of the workforce are considered in its discussions and decision-making, and review their engagement with the WAP on a regular basis.
- Report to shareholders and give consideration to all significant financial matters in order to present a fair, balanced and understandable assessment of the Group’s position and prospects.
- Agree Board succession plans in a way that promotes diversity, inclusion and equal opportunity in compliance with local laws, and consider the evaluation of the Board’s performance over the preceding year.
- Oversee and assess the Group’s risk management and internal control systems, review their effectiveness.
- Determine the nature and extent of the risks the Group is willing to take, and conduct an assessment of the Group’s emerging and principal risks.
- Agree the Company’s governance framework and approve Company compliance policies.
- Monitor, assess and review cyber security and fraud risk for the Group.
- Consider acquisitions, disposals and requests for major capital expenditure.
- Delegate and oversee responsibility for entrepreneurial leadership and strategic management of the Group to the Group senior executives.
- Challenge, review and exercise robust managerial oversight across key decisions, actions and processes within the Group.
- Promote the long-term success of the Company for the benefit of shareholders as a whole, having regard to a range of other key stakeholders and interests.
- Oversee and retain ultimate responsibility for the Group’s enhanced sustainability and climate-related initiatives, disclosure and reporting in respect of improving the sustainability performance of its business.
Chairman and Chief Executive Officer
The roles of the Chairman and the Chief Executive Officer of the Company are, and will remain, separate in accordance with the Code and Board policy.
The Chairman is responsible for leadership of the Board. The Chairman sets the Board agenda and ensures that adequate time is given to the discussion of issues in order to facilitate constructive discussions with effective contributions from the Non-executive Directors, particularly on those issues of a strategic nature. The Chairman, with the support of the Company Secretary, also facilitates constructive Board relations by providing accurate and clear information in a timely manner. Responsibility for ensuring effective communications are made to shareholders rests with the Chairman and the executive Directors.
The Chief Executive Officer is responsible for strategic direction and decisions involving the day-to-day management of the Company.
Senior Independent Director
The Senior Independent Director’s role is to provide a sounding board for the Chairman, to act as an intermediary for the Company’s other Non-executive Directors where required, and to ensure that any key issues that are not being addressed by the Chairman or the executive management are addressed.
Committees of the Board
In accordance with the provisions of the Code, the Board has three standing Committees: the Audit, Remuneration and Nomination Committees. Each of the Committees consists of a mix of independent Non-executive Directors. The duties of the Committees are set out in formal terms of reference. These are available from the Company Secretary and on this website. The Company Secretary acts as secretary to each of the Committees.
Inspection of service agreements and letters of appointment
Copies of the executive Directors' service agreements with the Company or any of its subsidiaries and copies of the letters of appointment of the Non-executive Directors of the Company are available for inspection at the Company’s registered office. Please contact the Company Secretary to arrange inspection.
Visits can be arranged during normal business hours 09.00 to 17.00 (UK) on any weekday (Saturdays, Sundays and public holidays excepted). The documents are also available for inspection at our Annual General Meeting each year for 15 minutes prior to and during the meeting.