Corporate governance
Avanti Holding's governance framework is designed to protect long-term value, support disciplined decision-making and establish clear accountability across our integrated group.
At a glance
A one-minute summary of who decides what, and where to find the detail.
Avanti Holding is governed by a single Board supported by three standing committees — Audit & Risk, Investment, and Remuneration & Nomination. The Board reserves strategy, capital allocation above delegated limits, risk appetite, external reporting and senior appointments to itself. Everything else is delegated through one group-wide authority matrix to the Group Chief Executive Officer, the Executive Committee and the boards of the nine operating divisions, under a common framework for risk, financial control, ethics and performance reporting.
Overview
The Board provides strategic direction and oversight. Management is responsible for execution. Each operating company works within a common framework for delegated authority, risk management, financial control, ethics and performance reporting, adapted to its sector and regulatory obligations.
Our aim is simple: decisions should be made by the people closest to the work, within clearly defined limits and with effective independent oversight.
Publication note
This page describes Avanti Holding's governance framework. It should be published as current fact only after the Board has formally approved the framework, committee charters and policies described below.
Principles
Responsibilities, decision rights and reporting lines are clearly defined from the Board to each operating company.
We expect lawful, ethical and transparent conduct in every market and every business relationship.
Capital is allocated with a multi-year perspective, balancing growth, resilience, liquidity and stakeholder interests.
Material decisions are subject to appropriate challenge, documented approval and ongoing review.
Controls reflect the nature and scale of risk in each division, with enhanced safeguards for regulated, safety-critical and data-intensive activities.
The Group maintains reliable reporting, appropriate disclosure and open engagement with shareholders, lenders, employees, partners and relevant authorities.
Environmental, social, safety and community considerations form part of investment and operating decisions.
Structure
Shareholders exercise the rights reserved to them under applicable law and the constitutional documents of the relevant holding company. Authority then flows to the Board, its committees, Group executive management and the operating divisions.
Tier one
Reserved matters under applicable law and the constitutional documents
Tier two
Strategy, risk appetite, capital and oversight
Board committee
Board committee
Board committee
Tier three
Execution, performance, cross-division coordination
Board of Directors
The Board sets the Group's purpose, strategy, culture and risk appetite; approves major capital commitments; oversees management performance; and monitors the effectiveness of the Group's governance and control environment.
The Chair leads the Board and promotes constructive challenge, sound decision-making and effective contribution by all directors. The Group Chief Executive Officer leads management and is accountable for implementing the strategy and operating within the authority delegated by the Board.
The Group seeks a Board with an appropriate balance of executive, non-executive and independent perspectives, together with relevant experience in capital allocation, finance, real estate, technology, food and hospitality, manufacturing, regulated industries, risk and sustainability.
Directors receive timely, accurate and decision-useful information. The Board maintains an annual calendar, meets as required by the business, and reviews its own effectiveness, skills, succession needs and committee performance periodically. Directors are expected to devote sufficient time to their responsibilities and to keep their knowledge current.
No director participates in a decision where an unmanaged conflict of interest exists.
Board committees
Each committee operates under a Board-approved written charter, has access to the information and advisers it reasonably requires, and reports its conclusions and recommendations to the Board. The Board retains ultimate responsibility for matters delegated to its committees.
The Audit & Risk Committee supports the Board in overseeing the integrity of financial and non-financial reporting, the effectiveness of internal controls, risk management, compliance and assurance.
The committee should comprise non-executive directors, with a majority independent where practicable, and include at least one member with recent and relevant financial experience.
The Investment Committee evaluates capital deployment against the Group's written investment mandate, strategic priorities, return requirements and risk appetite.
No investment is approved solely on projected return. Strategic fit, execution capability, cash resilience, legal compliance and downside protection are also considered.
The Remuneration & Nomination Committee supports the Board in maintaining effective leadership, succession and reward arrangements aligned with responsible long-term value creation.
Reward arrangements should discourage excessive risk-taking and should not permit individuals to determine their own remuneration.
Directory
Search the seats that make up the Board, its committees and Group executive management, and what each is responsible for.
Showing 12 of 12 seats
Non-executive
Appointment to be announced
Leads the Board, sets its agenda and culture of constructive challenge, and ensures directors receive timely, decision-useful information.
Board of Directors
Executive
Appointment to be announced
Accountable to the Board for delivering the approved strategy, budget and operating plan across the group's nine divisions.
Board of Directors · Executive Committee
Management
Appointment to be announced
Responsible for financial reporting, treasury, capital structure, tax governance and the integrity of group financial controls.
Executive Committee
Independent non-executive
Appointment to be announced
Acts as a sounding board for the Chair, leads the Chair's performance evaluation and provides an alternative channel for shareholders.
Board of Directors · Remuneration & Nomination Committee
Independent non-executive
Appointment to be announced
Oversees financial and non-financial reporting, internal control, internal audit, cybersecurity, compliance and the external audit relationship. Holds recent and relevant financial experience.
Board of Directors · Audit & Risk Committee
Non-executive
Appointment to be announced
Leads review of acquisitions, disposals, joint ventures and major developments against the group's written investment mandate and risk appetite.
Board of Directors · Investment Committee
Independent non-executive
Appointment to be announced
Leads Board composition, succession planning and executive reward principles aligned with responsible long-term value creation.
Board of Directors · Remuneration & Nomination Committee
Non-executive
Appointment to be announced
Brings development, construction and real-asset experience to project gateway, feasibility and delivery oversight.
Board of Directors · Investment Committee
Independent non-executive
Appointment to be announced
Supports oversight of responsible AI, data governance, privacy, cybersecurity and model validation across Avanti AI Labs and the wider group.
Board of Directors · Audit & Risk Committee
Management
Appointment to be announced
Advises the Board on legal, regulatory and governance matters, maintains Board procedure and the schedule of delegated authorities.
Executive Committee
Management
Appointment to be announced
Maintains the group risk register, compliance programme, export-control and sanctions screening, and the speak-up framework.
Executive Committee · Audit & Risk Committee
Management
Appointment to be announced
Coordinates cross-division operations, procurement, safety, quality and major project delivery.
Executive Committee
Director names, biographies and independence classifications are published only once the Board has approved the appointment and the individual has consented to publication.
Operating governance
The Group Chief Executive Officer leads the Executive Committee and is accountable to the Board for strategy execution, performance and culture. The Executive Committee coordinates the Group's nine divisions, resolves cross-company priorities and ensures that shared capabilities strengthen the overall ecosystem.
The Executive Committee should ordinarily include the Group Chief Executive Officer, Group Chief Financial Officer, Group Chief Operating Officer, Group General Counsel or Head of Legal & Compliance, Group Chief Risk Officer or equivalent, Group Chief Technology/Information Officer, Group People Officer, Head of Sustainability and the leaders of the operating divisions, as appropriate. Management may establish specialist committees for finance and treasury, projects and development, technology and data, health and safety, food safety, sustainability, procurement and people. These are management forums and do not replace Board oversight.
Every material operating company has an accountable managing director or chief executive, an approved business plan, a defined budget and a risk register. Subsidiary boards and management teams operate within Group policy and the delegated-authority matrix while remaining responsible for complying with the laws and regulations that apply to their entity and sector.
The Group applies a common reporting standard covering financial performance, cash, risk, compliance, safety, people, projects, technology and sustainability. Material incidents and breaches are escalated promptly rather than waiting for the normal reporting cycle.
| Division | Principal governance focus |
|---|---|
| Property Development | Land and title due diligence; feasibility; planning and permitting; project gateways; procurement; contractor controls; health and safety; quality; sales and customer protection |
| Food & Beverage | Food safety; HACCP-based controls where applicable; traceability; allergen management; product quality; responsible sourcing; franchise and brand standards |
| Hospitality | Guest safety; service quality; licensing; asset management; revenue controls; data privacy; incident response |
| AI Labs | Responsible AI; privacy; cybersecurity; model validation; human oversight; data rights; bias and performance monitoring; client confidentiality |
| Advanced Manufacturing | Product conformity; engineering change control; quality assurance; occupational safety; supplier qualification; environmental controls |
| Defence Systems | Export controls; sanctions; licensing; security clearances; end-user and end-use due diligence; information security; human-rights risk screening; sovereign requirements |
| Investment | Investment mandate; valuation; conflicts; due diligence; portfolio monitoring; liquidity and concentration limits; exit discipline |
| Research | Research ethics; intellectual property; laboratory safety; university and third-party agreements; pilot approval; commercialisation controls |
| Sustainability | Group standards; emissions, water and waste measurement; target governance; data quality; climate and environmental risk; reporting integrity |
Delegated authority
The Board-approved Delegated Authority Matrix defines which decisions may be taken by the Board, its committees, Group executives, division leaders and subsidiary management.
Transactions may not be divided or restructured to avoid an approval threshold. Every approval must be supported by appropriate analysis and retained in an auditable record.
Limits should address, at minimum
Risk & controls
Risk management is integrated into strategy, investment decisions and daily operations. The Board approves the Group's risk appetite and reviews principal and emerging risks. Management identifies, assesses, owns and monitors risks, supported by Group risk, compliance and assurance functions.
Business and functional leaders are responsible for managing risks and maintaining effective controls.
Specialist functions set frameworks, advise, monitor and challenge.
Internal audit evaluates the design and effectiveness of governance, risk management and controls and reports functionally to the Audit & Risk Committee.
Principal risk categories include strategy and capital allocation; liquidity and funding; project delivery; health, safety and food safety; people and succession; legal and regulatory compliance; cybersecurity and privacy; AI and technology; supply chain; climate and environment; geopolitical and sanctions exposure; and reputation.
Ethics
Avanti Holding expects everyone acting for the Group to comply with applicable law and the Group Code of Conduct.
The Code is supported by policies addressing anti-bribery and corruption, anti-money laundering where applicable, sanctions and export controls, conflicts of interest, gifts and hospitality, competition, privacy, fair employment, human rights, procurement integrity and protection of confidential information.
Employees and relevant third parties should have access to confidential channels for raising concerns. Retaliation against anyone who raises a genuine concern in good faith is prohibited. Reports are assessed objectively, investigated by appropriately independent personnel and escalated according to their seriousness.
Directors, officers and employees must disclose actual, potential or perceived conflicts of interest. Related-party transactions must be identified, documented, independently reviewed and approved at the appropriate level. A conflicted person must not participate in the relevant recommendation, discussion or decision.
Speak-up channel
A confidential reporting channel will be published once a monitored process has been established and approved.
Until then, governance questions may be raised through the contact page.
The Board oversees the integration of environmental and social considerations into strategy and capital allocation. Management is responsible for translating Group commitments into measurable operating plans across developments, buildings, manufacturing, food systems, logistics and technology.
Material sustainability information should be supported by defined methodologies, accountable data owners and appropriate review before publication. Claims must be accurate, balanced and capable of substantiation.
The Group seeks constructive relationships with shareholders, lenders, employees, customers, suppliers, joint-venture partners, regulators and the communities in which it operates. Material stakeholder feedback is considered in Board and management decision-making where relevant.
Questions relating to governance may be directed through the contact page. Investor enquiries may be directed to ir@avantiholding.co.uk.
Documents
Search or filter the group governance library. Approved documents download directly as PDFs; those still pending Board approval can be requested from group governance.
Showing 17 of 17 documents
Corporate Governance Framework
Framework · Board of Directors · Current · PDF · Pending Board approval
Board Charter
Charters · Board of Directors · Current · PDF · Pending Board approval
Audit & Risk Committee Charter
Charters · Audit & Risk Committee · Current · PDF · Pending Board approval
Investment Committee Charter
Charters · Investment Committee · Current · PDF · Pending Board approval
Remuneration & Nomination Committee Charter
Charters · Remuneration & Nomination Committee · Current · PDF · Pending Board approval
Schedule of Matters Reserved for the Board
Framework · Board of Directors · Current · PDF · Pending Board approval
Delegated Authority Matrix — public summary
Framework · Board of Directors · Current · PDF · Pending Board approval
Code of Conduct
Policies · Executive Committee · Current · PDF · Pending Board approval
Anti-Bribery and Corruption Policy
Policies · Audit & Risk Committee · Current · PDF · Pending Board approval
Conflicts of Interest and Related-Party Transactions Policy
Policies · Audit & Risk Committee · Current · PDF · Pending Board approval
Speak-Up and Non-Retaliation Policy
Policies · Audit & Risk Committee · Current · PDF · Pending Board approval
Responsible AI and Data Governance Principles
Policies · Executive Committee · Current · PDF · Pending Board approval
Sustainability Governance Statement
Framework · Board of Directors · Current · PDF · Pending Board approval
Supplier Code of Conduct
Policies · Executive Committee · Current · PDF · Pending Board approval
Annual Report 2025
Reports · Board of Directors · FY2025 · PDF · Pending Board approval
Governance & Internal Control Report
Reports · Audit & Risk Committee · FY2025 · PDF · Pending Board approval
Sustainability & ESG Report 2025
Reports · Board of Directors · FY2025 · PDF · Pending Board approval
Approved PDFs are published here for direct download. Documents still pending Board approval can be requested from governance@avantiholding.co.uk. Superseded documents are archived and removed from public download.
Governance review
This framework is reviewed at least annually and when there is a material change to the Group's ownership, operating model, risk profile or legal and regulatory obligations.
Related: Investor Relations.
In brief
Avanti Holding is governed by a group board supported by standing committees, with each division led by an accountable executive who reports into the group. Governance documents, the board and committee directory and the oversight matrix are published on the corporate governance page. The group's approach separates ownership decisions — capital allocation and division mandates, held at group level — from operating decisions, which sit with division leadership.
Avanti Holding manages risk through a documented risk model published on the corporate governance page, covering the risk categories relevant to each division and the committee accountable for each. Because divisions supply one another, delivery risk is reviewed across the chain rather than division by division: a manufacturing delay is treated as a development risk, and a technology dependency is treated as an operating risk for the businesses that rely on it.
