Corporate governance

Our Board is the driving force of Trainline strategy, culture and governance, ensuring that our high standards are consistent across the business. Our Board is responsible to Trainline’s shareholders and other stakeholders for the direction, long-term focus, strategy, management, performance and value creation of the Group. It ensures that the Group has the right resources to carry out its objectives, monitors internal controls and risk and implements systems of risk management, all within a strong governance framework.

The Board works to ensure that the Company generates and maintains value over the long term. By embodying and promoting Trainline’s culture, the Board works to monitor and assess Trainline’s objectives in developing world-class technology and maintaining Trainline’s robust and scalable business model with due regard to Trainline’s customers, people, suppliers and other key stakeholders. To facilitate the effective discharge of its duties, the Board delegates specific functions to Committees. Matters that are not reserved for the Board or shareholders are delegated to the Group’s Executive Leadership Team, responsible for the day-to-day operation of Trainline.

Board of Directors

The Audit and Risk Committee’s role is to assist the Board with the discharge of its responsibilities in relation to financial reporting, including reviewing the Group’s annual financial statements and accounting policies, internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, whistleblowing and fraud systems in place within the Group. The Audit and Risk Committee will meet as often as it deems necessary but at least three times a financial year.

The Audit and Risk Committee is chaired by Duncan Tatton-Brown.

Audit and Risk Committee Terms of Reference

The Remuneration Committee recommends the Group’s policy on executive remuneration, determines the levels of remuneration for Executive Directors and the Chair and other senior executives and prepares an annual remuneration report for approval by the shareholders at the Annual General Meeting. The Committee is also responsible for motivating, retaining and incentivising Trainline’s people and for attracting world-class talent to the Group. The Remuneration Committee will meet as often as it deems necessary but at least twice each financial year.

The Remuneration Committee is chaired by Rakhi Goss-Custard.

Remuneration Committee Terms of Reference

The Nomination Committee assists the Board in reviewing the structure, size and composition of the Board. It is also responsible for reviewing succession plans for the Company’s Directors, including the Chair and the Chief Executive Officer and other senior executives. The Nomination Committee will meet as often as it deems necessary but at least twice each financial year.

The Nomination Committee is chaired by Brian McBride.

Nomination Committee Terms of Reference