As a family-owned business, we run the Group in a way consistent with an agreed set of core values that cover how we deliver value to shareholders and the wider community, and how we interact with our stakeholders, including shareholders, employees, customers and suppliers.
We have not applied a specific corporate governance code during 2025. The Board will continue to monitor the development of private company corporate governance before deciding, in conjunction with the shareholders, whether it would be beneficial to formally adopt a specific corporate governance code, such as the Wates Principles.
Our corporate governance arrangements are as follows:
The Group’s mission statement was set by our founder, Sir Arnold Clark, and is “to provide exceptional value for money and the highest levels of customer service”. Our founding principle from Sir Arnold Clark himself continues to be practiced throughout the company to this day. The Arnold Clark Group is committed to ensuring that the principle of treating customers fairly is applied responsibly, and with integrity throughout all aspects of our day-to-day business operations.
The Board sets our overall strategy and values and meets formally on a quarterly basis to monitor performance against them. The Group’s values are embedded in its operations, and reinforced during inductions for new employees, and at regular Director lead branch and departmental meetings across the Group. Our values that guide and inform everything we do and reflect our principles as a business are Family, Communication, Progression, Community and Recognition.
Our Employee Conduct Policy is a guide to help everyone work together and represent the Arnold Clark Group and its values in the right way. It covers areas such as behaviours, integrity, ethics, misconduct, whistleblowing and fraud. The Group has a zero-tolerance approach on bribery and corruption, tax evasion and modern slavery and has issued company-wide policies and guidance covering these areas. Breach of the Group values is a disciplinary matter. The Board holds regular meetings with groups of local managers to seek feedback on trading conditions and the effectiveness of the Group’s overall strategy.
Our approach to diversity and inclusion focuses on employing the right person for the role, irrespective of gender, race or religion. The Board is committed to developing a more diverse workforce, including at the most senior levels, but recognises that this will be achieved through gradual evolution. Our ongoing approach includes:
The Board comprises Lady Clark, as non-executive Chairwoman, and four Directors:
The Chief Executive Officer, together with the Chairwoman, ensure that the balance of responsibilities, accountability and decision making across the Group are maintained effectively. Appointments to the Board are discussed and approved in writing by the Chairwoman prior to any appointment being confirmed.
All new Directors are required to participate in an induction programme upon appointment. Whilst this encompasses standard governance and regulatory items aimed at ensuring that they fully understand, and are equipped to effectively discharge, their duties as Directors, it is also tailored to their individual training and developmental needs.
The Board contains no independent non-executive Directors. In April 2025, Eddie Hawthorne stepped down as Chief Executive Officer and Group Managing Director after 27 years of leading the business. Eddie agreed to remain on the Board to ensure continued access to his experience and knowledge. The Board considers that the current Directors bring objective contributions and judgements to Board deliberations, in addition to constructive challenge of matters outside their core responsibilities.
Executive Directors hold regular operational meetings with their respective leadership teams and meet with the senior management team on a weekly basis to monitor business performance and agree required actions, after which an informal meeting of Executive Directors considers appropriate responses and actions.
In addition, a new Operations Board, comprising 16 of our senior managers, was set up in February 2025 to manage the day-to-day operations of the Group and to assist in delivering the Group’s strategy. Our Operations Directors are all highly experienced employees of Arnold Clark, covering all operational areas of the business, who are immersed in our values and culture, who understand how the Group operates and what our customers want. As such, the Board has not deemed it necessary to set up a formal committee structure.
The Board formally meets quarterly to agree key decisions and discuss longer term strategy, with additional annual strategy meetings held with the senior management team. The Board receives regular and timely information on all key aspects of the business, including health and safety, risks and opportunities, the financial performance of the business, strategy, operational matters, market conditions and sustainability, all supported by Key Performance Indicators (KPIs). The Board receives information regarding the performance of the business throughout the working day.
The Board seeks to ensure that the necessary financial, legal, and human resources are in place for the Group to be able to meet its objectives, to review management performance, and to ensure that its obligations to its shareholders are understood and met. All Directors have a clear understanding of their roles and have access to legal advice on their responsibilities or relevant regulations. The Board receives regular briefings on new regulations impacting the Group. The health and safety of our customers, staff and wider communities is a priority, and the Directors ensure all required resources are available to achieve this, as well as promoting a safety culture on branch visits.
The Group seeks to provide competitive remuneration packages that will attract and retain executives of the calibre required to take forward the Group’s strategy. Remuneration comprises a base salary, biannual discretionary bonus, dependent upon individual qualitative performance, and a competitive benefits package. The remuneration package of each Director is discussed and agreed by the Chief Executive Officer and the Chairwoman, as the senior family representative on the Board. Discussions with the Chairwoman take into account business performance and the level of change to employee remuneration.
The relationship between the Board and shareholders is managed through formal General Meetings and other family/shareholder meetings. Family/shareholder matters are dealt with in family/shareholder meetings, whilst business matters are dealt with by the Board. Each shareholder receives a copy of the Group’s Annual Report as well as regular updates on business performance, issues and social responsibility matters.
The Board has a duty to promote the long term, sustainable success of the Company and of the wider Group.
Engaging with stakeholders, to deliver long-term success, is a key area of focus for the Board, and all decisions consider the impact on a wide range of stakeholders. Views of stakeholders are gathered by Directors and inform the decisions made in Board meetings. Stakeholders are impacted by, or benefit from, decisions made by the Board in different ways.
However, it is the Board’s priority to ensure that the Directors have acted both individually and collectively in the way that they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, with regard to all its stakeholders, and to the matters set out in paragraphs (a) to (f) of Section 172 (1) of the Companies Act 2006. How the Directors have complied with Section 172 is set out below:
| Stakeholder group | Why engagement is important | How and on what do we engage | What are the outcomes and actions |
|---|---|---|---|
| Customers | Delivering exceptional customer service and genuine value for money is key to customer retention |
|
|
| Employees | Ensuring the business has the right culture and values is critical to the delivery of a first-class customer experience |
|
|
| Employees | Compliance with regulatory requirements is essential for the long-term benefit of the Group |
|
|
| Shareholders | Shareholder support is essential to enable a long-term strategic approach |
|
Approval of Director remuneration packages Agreement on dividend levels and structure |
| Manufacturers | Access to vehicles is important for our retail businesses as well as our Contract Hire and Daily Rental business |
|
|
| Finance providers | Access to affordable finance is essential to ensure the ongoing viability of our Contract Hire and Daily Rental businesses and to enable customers to finance vehicle purchases |
|
Two new finance providers were added to our list of providers increasing diversity and competition |
| Wider community | Giving back to the community is one of our core values |
|
|
We define principal decisions as both those that are material to the Group and those that are significant to any of our key stakeholder groups. In making the following principal decision, the Board considered the outcomes from its stakeholder engagement processes, in addition to maintaining our reputation for high standards of business conduct and the need to act fairly between members of the Company.
In deciding how to respond to increased costs as a result of the 2024 Autumn Budget, arising from increases to National Minimum Wage and Employers’ National Insurance, the Board had to balance the interests of various stakeholder groups but especially our employees, customers and shareholders.
Our operations team leaders were targeted with improving process efficiency and reducing general overheads. Our used vehicle purchasing and sales pricing processes were improved to manage our risk around vehicle margins and automation was accelerated across other processes. Recruitment was subjected to more stringent criteria and our annual pay review prioritised employees at the lower end of our pay range.