Corporate Governance Statement

For the 52 week period ended 1 February 2020, under The Companies (Miscellaneous Reporting) Regulations 2018, Signet Trading Limited (the "Company") has applied the Wates Corporate Governance Principles for Large Private Companies (published by the Financial Reporting Council ('FRC') in December 2018 and available on the FRC website). These new corporate governance reporting requirements apply to the Company's reporting for financial years starting on or after 1 January 2019. We have adopted the Wates Principles as an appropriate framework when making disclosures regarding corporate governance arrangements which are, and will be, applied throughout the Group's ongoing work.

Each of the six Wates Principles has been considered individually within the context of the Group's specific circumstances and a short supporting statement is set out below to explain how each principle has been applied to achieve better outcomes.

Purpose and Leadership

An effective Board develops and promotes the purpose of a company, and ensures that its values, strategy and culture align with that purpose.

In line with the Signet Group of companies, of which it forms part (ultimate holding company Signet Jewelers Limited – NYSE: SIG), the Company's purpose is to operate as a profitable and reputable specialist jewellery retailer, delivering sustainable long-term growth for all of its stakeholders in a manner consistent with its core values of "people first", "lead bravely", "own it", "customers!" and "straight talk".

Through the leadership of the Executive Committee (the group to which management of the Company's affairs is delegated by the Board), a clear vision of the Company's purpose and values is articulated which underpins and defines the strategy and culture of the Company.

Policies and protocols are in place to support the execution of the Company's purpose and values across the organisation, which drives overall engagement with employees and other stakeholders. The intention is that the Company's values are embedded at every level of the organisation.

The Company's purpose has helped guide and develop the strategy and decision making of the business over the last 12 months through the evolution of a “Path to Brilliance” programme, which has been developed to help drive long-term sustainable success for the Company.

Board Composition

Effective Board composition requires an effective chair and a balance of skills, backgrounds, experience, and knowledge, with individual Directors having sufficient capacity to make a valuable contribution. The size of a Board should be guided by the scale and complexity of the company.

Effective Board composition requires an effective chair and a balance of skills, backgrounds, experience, and knowledge, with individual Directors having sufficient capacity to make a valuable contribution. The size of a Board should be guided by the scale and complexity of the company.

The Board of the Company has delegated the management and day-to-day operation of the Company to an Executive Committee. The Executive Committee comprises the members of the Board together with additional functional directors with appropriate subject matter expertise to contribute to the Executive Committee and lead their respective departments.

The Executive Committee is led by the Managing Director of the Company, who additionally has a seat on the senior leadership team of the wider Signet Group, reporting into the Signet Group Chief Executive Officer.

The Executive Committee is supported by a number of executive sub committees with responsibility for key activities, such as Health & Safety and Information Security/Data Privacy. Sub-committees comprise relevant members of the Executive Committee together with other key operational stakeholders and experts in the Company.

The Executive Committee operates through clear protocols and governance processes, these are set out in established terms of reference which include standing items for both it and its sub-committees.

Director Responsibilities

The Board and individual Directors should have a clear understanding of their accountability and responsibilities. The Board's policies and procedures should support effective decision-making and independent challenge.

Board and Executive Committee appointments are made with care to ensure that its membership includes the right and appropriate levels of skill and experience to address the challenges the Company faces currently and in the future.

Through the function of the Company Secretary, each of the Board and the Executive Committee are given sufficient infrastructure to allow them to undertake their work with due care and with regard to their responsibilities. Our Managing Directly takes ultimate responsibility for most business decisions except those reserved to the management of Signet Group as a consequence of the Company being a subsidiary of Signet Jewelers Limited.

The Board is focussed on further improving the operational governance of both it and the Executive Committee to ensure that the Company's purpose and values remain at the centre of their decision-making protocols.

Opportunity and Risk

A Board should promote the long-term sustainable success of the company by identifying opportunities to create and preserve value and establish oversight for the identification and mitigation of risks.

The Executive Committee are mandated to deliver long term value to the Company through growth and development opportunities – most particularly as identified in the “Path to Brilliance” programme of business transformation; with the programme embedded within all strategic decision making areas of the Company.

Risks are identified, mitigated, and monitored at multiple levels within the Company and Signet Group, with internal control and reporting systems designed to ensure that the Executive Committee can make informed decisions on all material environmental, social and governance issues. Principal risks and mitigations are further set out in the Strategic Report section of the Company's annual report.


A Board should promote executive remuneration structures aligned to the long-term sustainable success of the company, taking into account pay and conditions elsewhere in the company.

Signet Group has a remuneration policy which is managed and monitored by its remuneration committee, with clear objectives to incentivise management based on the long-term success of its strategic goals and business plans.

At a Company level there are remuneration structures in place for directors and employees which provides rewards based on Signet Group performance, Company performance and, where appropriate, for individual success stories.

Stakeholder Relationships and Engagement

Directors should foster effective shareholder relationships aligned to the company's purpose. The Board is responsible for overseeing meaningful engagement with stakeholders, including the workforce, and having regard to their views when taking decisions.

The Company places notable emphasis on stakeholder communications as a vehicle to further the Company's purpose; stakeholder engagement is embedded at all levels of the organisation with clear direction and endorsement from the Executive Committee.

Further details of the ways in which the Company engages with its stakeholders, including in particular its employees, can be found in both the Employee section of the Directors report and the section 172(1) statement of the Strategic Report, in each case in the Company's annual report.