DIAGEO PLC
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Aug 14, 2025
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Contents
Performance evaluation
With the support of the Company Secretary, an evaluation of the
Board's effectiveness, including that of its Committees and Directors,
was conducted from December 2024 to January 2025. This evaluation
aimed to assess how the Board and its Committees function against
current best practice corporate governance principles, specifically
referencing Principle L and Provisions 21, 22, and 23 of the Code.
This year's evaluation was internally managed through an online
questionnaire completed by all directors. The questionnaire was
designed to assess satisfaction levels with specific areas and allow
directors to express their views. The evaluation focused on directors'
views on three areas, being (i) Board composition, balance and
performance, (ii) Board and Committee topics, support and provision of
information and (iii) Committees' effectiveness and performance.
Responses were submitted to the Chair of the Board, while feedback
on Committee effectiveness was also provided to respective
Committee Chairs. The Senior Independent Director also held a
meeting with directors, excluding the Chair, in line with Code
requirements. The Chair, Senior Independent Director and the
Company Secretary discussed the feedback and, together with other
input including a general review of the ways of working and
composition of the Board and its Committees, drew up a proposed plan
and next steps or actions for further consideration by the Board.
The Board reviewed the results at its March 2025 meeting and agreed
on various actions for implementation. The Board remains committed
to annually reviewing its performance as well as that of its committees
and individual directors, with such evaluation being carried out by an
external facilitator every three years. The evaluation in fiscal 26 is
expected to be managed and facilitated internally.
The Chair has confirmed that the non-executive directors standing for
re-election at this year’s AGM continue to perform effectively, both
individually and collectively as a Board, and that each demonstrates
commitment to their roles.
The general feedback and actions for focus in the following year as
identified during the December 2024 evaluation are detailed in the
following table.
| 92 | Diageo Form 20-F 2025 |
| Key recommendations | Actions for focus in 2025/26 |
|---|---|
| General feedback | |
| Continue engagement between Board members and the workforce. | Ensure timely finalisation and circulation of board papers ahead of meetings. |
| Continued recognition for an experienced and effective Company Secretarial function. | Ensure adequate time is allocated for presentations, deep dives and discussion during meetings. |
| Board composition and succession | |
| Recent appointments of directors have ensured appropriate quality, experience, background and diversity of the Board. | Continue to review the succession planning and pipeline at executive and senior management level. |
| Ensure continuation of board-level knowledge while considering technical areas such as AI, digital and public policy amongst others. | Review alternative models for the current composition for Board committee membership. |
| Continue to focus on recruitment and talent pipeline on key areas for additional expertise. | |
| People and culture | |
| Continue to promote and protect the company's corporate culture, values and focus on talent development. | Maintain ongoing function in talent development and workforce engagement. |
| Continue to ensure a clear and structured approach to leadership development. | Increase focus on Executive talent succession planning and tenure. |
| •Review and track the success of Executive development programmes. | Deeper analysis and insight of employee survey results to Board members. |
| Strategy and risk | |
| Improved clarity in strategic focus and visibility of external stakeholder sentiment and significant improvement in stakeholder communication. | Enhance strategic focus and horizon scanning while encouraging discussion and dialogue concerning key issues across different time scales. |
| Improved clarity and consistency in use of dashboard updates for the company's key priorities, issues and imperatives. | Allow for more opportunities for third-party input and insights into how Diageo is perceived and recognised externally. |
| Strong feedback in relation to deep-dive sessions with regional team management. | Continue to build strong and collaborative approach between management and Board members. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.