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Corporate governance

At Costain we take corporate governance very seriously and are committed to robust corporate governance practices and accountability.

The Board considers that the principles set out in the UK Corporate Governance Code (the “Code”) are central to the effective management of the business and to maintaining the confidence of investors.

The Board as a whole is responsible for providing strong leadership to the Costain Group and effective leadership is realised through collaboration between the Board and the executive management team. The non-executive directors use their experience to assist with the development of the Group’s strategy and both support and constructively challenge the executive directors in the operation of the business. Costain’s Chairman is responsible for promoting good governance, ensuring that the experience and knowledge of the Board is harnessed and for driving a culture of continual improvement in standards, decision-making, policies and accountability.

A key strength of the Board lies in its diversity across a range of measures, including skills, experience, gender and nationality. The Board sets the tone for the Costain Group by conducting itself in an ethical manner, embodying the important values of trust, integrity and independence. The Board is ultimately responsible for the success of Costain and the directors are committed to the highest standards of corporate governance to enable Costain to achieve its vision of being one of the UK’s leading engineering solutions providers.

The Governance section within the Group’s Annual Report & Accounts sets out Costain’s procedures for applying the principles of corporate governance and the extent to which it has complied with the provisions of the Code.

Section 430(2B) Companies Act 2006 Statement

The following information is provided in accordance with Section 430(2B) of the Companies Act 2006.


As announced on 27 September 2022, Dr Paul Golby stepped down from the Board and ceased to be Chair of the Company on 1 December 2022.

The Company confirms that, other than fees payable to Paul for the period up to 1 December 2022 (less deductions for tax and national insurance), no remuneration payment will be made by the Company after Paul ceased to be a Director of the Company nor will any payment for loss of office be made.

The Company’s Directors’ Remuneration Report for the financial year ending 31 December 2022 will include details of the fees earned by Paul during the relevant period.

1 December 2022


As announced on 12 January 2022, Alison Wood has stepped down from the Board and ceased to be a non-executive director of the Company with effect from 28 January 2022.

Alison received her annual fee of £61,900 per annum, comprising additional fees for the positions of senior independent director and Remuneration Committee chair, on a pro-rata basis up until 11 January 2022, and an annual fee of £48,000 per annum on a pro-rata basis from 12 January 2022 until her departure on 28 January 2022 (all fees less deductions for tax and national insurance). No other remuneration payment or payment for loss of office will be made.

The Company’s Directors’ Remuneration Report for the financial year ending 31 December 2022 will include details of the fees earned by Alison during the relevant period.

31 January 2022


Audit Committee

  • Tony Quinlan (Chair)
  • Jacqueline de Rojas
  • Neil Crockett
  • Fiona MacAulay

Nomination Committee

  • Kate Rock (Chair)
  • Bishoy Azmy
  • Jacqueline de Rojas
  • Tony Quinlan
  • Neil Crockett
  • Fiona MacAulay

Remuneration Committee

  • Fiona MacAulay (Chair)
  • Jacqueline de Rojas 
  • Tony Quinlan
  • Neil Crockett



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