Corporate governance

Corporate governance

Governance statement

Highways England was established under the Infrastructure Act 2015, and appointed and licensed as a strategic highways company by the Secretary of State for Transport on 1 April 2015. We are the highway, traffic and street authority for England’s motorways and certain major A-roads known as the Strategic Road Network (SRN).

We are a government-owned, arm’s-length company delivering and contributing to the government’s long-term plan for the SRN, and our performance is monitored by the Office of Rail and Road (ORR) and Transport Focus, the consumer watchdog. Both organisations provide advice to the Secretary of State for Transport on our activities.

The company is required to comply with the UK Corporate Governance Code 2018 (“the Code”), or specify and explain any non-compliance in the Annual Report and Accounts. The company believes that the adoption of the principles of the Code is a means of recognising and embedding best practice in corporate governance.

Governance framework

The Infrastructure Act 2015 sets out our overall governance framework, including the Licence and Road Investment Strategy (RIS).

Under the Licence, the Secretary of State sets directions and guidance for us about how we must act, and defines the process for setting and changing the RIS.

The Department for Transport’s (DfT) Framework Document sets out our roles and accountabilities, along with those for the Secretary of State for Transport and the DfT. The Framework Document provides clarity of purpose as we work to achieve the shared objective of delivering a network that provides the best possible service for customers and stakeholders, and supports broader economic, environmental and safety goals.

The Framework Document also recognises our functional and day-to-day operational independence, sets out how financial control and accountability is achieved, and recognises the governance and decision-making arrangements of the Board.

Our Delivery Plan explains how we will meet the specific requirements of the first road period. The Board reviews the plan annually and agrees refinements in line with our annual objectives and other strategies, including our approach to safety – our first imperative. We publish an annual Delivery Plan Update, describing the programme for the current year ahead.

There is a defined split of responsibilities between the Chairman, Chief Executive, and members of the Board and Executive Team. These roles are clearly defined, and set out in writing in our Governance Report.

Other corporate documents

UK Corporate Governance Code

Schedule of Matters Reserved for the Board

Gender Pay Gap Report

Modern Slavery Statement