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The Board is responsible for promoting the long-term sustainable success of the Company and generating value for both shareholders and other stakeholders through effective leadership.

The Company’s success is based upon the effective implementation of its strategy by the Manager and third-party providers under the leadership of the Board. The Board and the Manager work closely to ensure the highest standards of governance are maintained by the Company and are central to every Board decision. The Board’s culture provides a forum for constructive and  robust debate, which has guided the successful implementation of our strategy to date.

The Board applies the Principles and Provisions of the AIC Code of Corporate Governance which addresses the Principles and Provisions set out in the UK Corporate Governance Code, and sets out additional Provisions on issues that are of specific relevance to investment companies, such as the Company. Further information is available in our Annual Report, which includes our Corporate Governance Statement. 

Effective corporate governance has been the cornerstone of the Company’s strategy and structure since its launch in 2013

Aubrey Adams, OBE, FCA, FRICS 




Our Board and structure

The Board currently consists of six Non-Executive Directors, all independent of the Manager. The size, structure and composition of the Board ensures that it has the right mix of skills, experience, and knowledge to enable the Company to fulfil its strategic objectives. The Board is responsible for promoting the long-term sustainable success of the Company, working towards strategic objectives and generating value for shareholders and other stakeholders.

The Board determines the Company’s Investment Objectives and Investment Policy with the Manager and has overall responsibility for the Company’s activities including reviewing investment activity, performance, business conduct and strategy as well as developing and complying with the principles of good corporate governance. The operational aspects of running the Company are delegated to the Manager, however the Board has reserved certain matters for its consideration. Download the Matters Reserved for the Board.

Our Chairman is responsible for leading the Board, including monitoring its effectiveness, managing meetings, and facilitating open and constructive dialogue.

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Board Committees

Audit and Risk Committee

The Audit and Risk Committee is Chaired by Richard Laing, comprising  Karen Whitworth, Elizabeth Brown and Wu Gang. This Committee’s role is to oversee the Company’s financial reporting process, including the risk management and internal financial controls that are in place within the Manager, the valuation of the property portfolio, the Group’s compliance with accepted accounting standards and other regulatory requirements as well as the activities of the auditors. Download the Audit & Risk Committee’s Terms of Reference.

Nomination Committee

The Nomination Committee is Chaired by Aubrey Adams, comprising Alastair Hughes and Karen Whitworth. This Committee's role is to review the size, structure and composition of the Board; and to ensure that the Board has the right mix of skills, experience and knowledge to enable the Company to fulfil its strategic objectives. The Committee is also responsible for making recommendations for new appointments to the Board and for reviewing the performance and terms of engagement for the existing Directors. Download the Nomination Committee's Terms of Reference.

Management Engagement Committee

The Management Engagement Committee is Chaired by Elizabeth Brown, comprising Aubrey Adams, Richard Laing, Alastair Hughes, Wu Gang and Karen Whitworth. The Committee’s role is to review the performance of the Manager and the Company’s other main service providers over the year and to recommend any providers for re-tender to the Board. The Committee is also responsible for overseeing any amendments to the Investment Management Agreement between the Company and the Manager. Download the Management Engagement Committee’s Terms of Reference.

The Manager

The Manager is responsible for the day-to-day running of the Company including making the final decisions in respect of investments and divestments, financial management, asset management and investor relations.

Colin Godfrey, as the Fund Manager of the Company, James Dunlop as CEO of Investments and Henry Franklin, as COO of the Manager, oversee the Manager’s relationship with the Company. The Manager’s Company Secretariat and Compliance teams oversee the Company’s governance structure and manage the Company’s regulatory compliance, as well as support the administration of the Group’s subsidiaries.

Manager Committees

Investment Committee

The Investment Committee is responsible for leading the overall portfolio management of the Company, including the activities of Tritax Symmetry. The Investment Committee reviews and approves all investment and divestment decisions of the Company in line with the Company’s Investment Objectives and Investment Policy set by the Board. Download the Investment Committee's Terms of Reference. 

ESG Committee

The ESG Committee is responsible for the oversight of the ESG matters of the Company. It reviews the sustainability strategy adopted by the Board and the Company’s progress on key corporate responsibility initiatives and makes recommendations to the Board regarding progress on integrating ESG factors into the business strategy and decision making. In addition, it provides oversight of the Manager’s ESG related policies to ensure the Manager and the Company are effective in meeting their social and regulatory requirements and achieving their objective of being a socially responsible corporate entity. Download the ESG Committee's Terms of Reference.

Risk Committee

The Risk Committee reports to the partnership Board of the Manager and is responsible for identifying, recording and measuring risks of the Manager, and implementing controls to mitigate such risks. In addition, it has oversight of the risk assessments made by Tritax Big Box as well as the other funds managed by Tritax Group, to amplify the focus on risk and to ensure Tritax Big Box is alerted to any new risks identified by the Manager and to ensure consistency across the funds. The Risk Committee does not duplicate or replace the work of the Board’s Audit & Risk Committee but enhances the Manager’s support and reporting to the Board. 

Green Finance Committee

The Manager has set up a Green Finance Committee (“GFC”), as a sub-committee of its ESG Committee, to act on behalf of the Group to oversee the application of any ‘green’ financing secured by the Company in order to ensure that selected assets or projects comply with the applicable criteria set out in the relevant financial instrument. It is also responsible for approving the Annual Green Finance Report and reviewing the Green Finance Framework to reflect any changes with regards to the Company’s sustainability strategy, change in market standards and criteria selection. Download a copy of the Green Framework. Download a copy of the Green Finance Committee Terms of Reference.

Executive Committee

The Executive Committee has oversight for the group as a whole and is responsible for reviewing the corporate and capital strategy and activity of the group. It considers all key operational items, including compliance, risk and liquidity. The Committee makes any necessary recommendations up to the Tritax Big Box REIT plc Board and will receive and review monthly reports before circulation to the Board. Download a copy of the Executive Committee's Terms of Reference.

Committee Terms of Reference

Date Title Download
13 Jan 2021 Board Audit & Risk Committee - Terms of Reference
13 May 2020 Board Nomination Committee - Terms of Reference
28 Jul 2020 Board Management Engagement Committee - Terms of Reference
01 Mar 2019 Tritax Group CSR Committee - Terms of Reference
02 Nov 2020 Tritax Group Green Bond Committee - Terms of Reference

Corporate governance documents

Date Title Download
13 May 2020 Articles of Association
17 Mar 2020 Corporate Governance Statement 2019
31 Dec 2019 Principal Risks and Uncertainties 2019
01 Jan 2021 Matters Reserved for the Board
01 Jan 2021 Role of the Chairman
01 Jan 2021 Role of the Senior Independent Director ("SID")
22 Sep 2022 Tritax Big Box REIT plc Board Diversity and Inclusion Policy
01 Nov 2020 Tritax Big Box Green Bond Framework
Shareholder information
See a list a of key Company documents
Shareholder information
Review the 2024 dividend calendar
Shareholder information
More information on the Company’s AGM
Shareholder information
See our regulatory news announcements (RNS)