The role and business of the Board
The Board is deeply engaged in developing and measuring the company’s long-term strategy, performance, culture and values.
We believe that it adds a valuable and diverse set of external perspectives and that it fosters robust, open debate about significant business issues that brings an additional discipline to major decisions.
Our Board at a glance
Pearson Board members bring a wide range of experience, skills and backgrounds which complement our strategy. All Board members have strong leadership experience at global businesses and institutions. Our Board members’ biographies illustrate the contribution each Director makes to the Board by way of their individual experience.
Our Directors
Our Board composition
The Nomination & Governance Committee regularly reviews the Board’s composition to ensure a diverse mix of skills and experience.
The Board monitors and improves its performance by conducting an annual performance review, ensuring that the Board has a mix of gender, social and ethnic backgrounds, cognitive and personal strengths.
These charts set out our Board composition at 31 December 2023. They focus on the gender balance, ethnicity, nationality and tenure of the Board.
Our skills matrix
This matrix represents the number of Directors with core or supplemental capability in areas that are relevant to Pearson’s strategy, business model and organisational characteristics. A core capability is one of the strongest areas of a Director’s skill and expertise, where they bring considerable value to Board discussions. A supplemental capability is an area where the Director is competent or has experience, but is not one of the primary skills or attributes that they bring to the Pearson Board.
Board attendance
Directors are expected to attend all Board and Committee meetings, but in certain circumstances, such as pre-existing business or personal commitments, it is recognised that Directors may be unable to attend. In these circumstances, the Directors receive relevant papers and, where possible, will communicate any comments and observations in advance of the meeting for raising as appropriate during the meeting. They are updated on any developments after the meeting by the Chair of the Board or Committee, as appropriate.
Individuals’ attendance at Board and Committee meetings is considered as part of the formal review of their performance. There was a high level of attendance by the Directors at Board and Committee meetings in 2023, as shown in the table below.
| Board | Audit Committee | Remuneration Committee | Nomination & Governance Committee |
Reputation & Responsibility Committee |
|
|---|---|---|---|---|---|
| Chair | |||||
| Omid Kordestani | 6/6 | 1/3 | |||
| Executive Directors | |||||
| Andy Bird | 6/6 | 4/4 | |||
| Sally Johnson | 6/6 | ||||
| Non-Executive Directors | |||||
| Sherry Coutu | 6/6 | 5/5 | 3/3 | ||
| Alison Dolan1 | 3/3 | 1/1 | - | ||
| Alex Hardiman2 | 3/3 | 1/1 | - | 2/2 | |
| Esther Lee | 6/6 | 5/5 | 3/3 | ||
| Linda Lorimer3 | 3/3 | 2/2 | 1/1 | ||
| Graeme Pitkethly4 | 5/6 | 4/4 | 4/4 | ||
| Tim Score | 6/6 | 4/4 | 5/5 | 3/3 | |
| Annette Thomas | 6/6 | 5/5 | 3/3 | 4/4 | |
| Lincoln Wallen | 6/6 | 4/4 | 4/4 |
1. Alison Dolan joined the Board on 1 June 2023 and became a member of the Audit Committee on 1 August 2023.
2. Alex Hardiman joined the Board on 1 June 2023 and became a member of the Reputation & Responsibility Committee on 1 August 2023 and a member of the Audit Committee on 1 December 2023.
3. Linda Lorimer retired from the Board on 28 April 2023.
4. Graeme Pitkethly was unable to attend one Board meeting due to a pre-existing commitment. He reviewed the papers and provided his perspectives to the Chair prior to the meeting.
The roles and responsibilities of our Directors and Officers
There is a defined split of responsibilities between the Chair, Chief Executive, and Deputy Chair and Senior Independent Director. Their roles are set out in writing and annually reviewed by the Board. These can be found on our Governance Downloads page.
The Chair is primarily responsible for the leadership of the Board and ensuring its effectiveness. They ensure that the Board upholds and promotes the highest standards of corporate governance, setting the Board’s agenda and encouraging open, constructive debate of all agenda items for effective decision-making. They regularly meet the Chief Executive to stay informed and provide advice. They also ensure that shareholders’ views are communicated to the Board.
The Chief Executive is responsible for the operational management of the business and for the development and implementation of the company’s strategy, as agreed by the Board and management. They are responsible for developing operations, proposals and policies for approval by the Board, they promote Pearson’s culture and standards, and they are one of the key representatives of the company to its external stakeholders.
The Deputy Chair and Senior Independent Director supports the Chair on Board effectiveness and governance matters. This role includes meeting regularly with the Chair and Chief Executive to discuss specific issues, as well as being available to shareholders generally, should they have concerns that have not been addressed through the normal channels. The Deputy Chair and Senior Independent Director also leads the evaluation of the Chair on behalf of the other Directors.
The Company Secretary advises on governance matters and compliance with Board procedures. They are responsible, under the direction of the Chair, for ensuring the Board receives accurate, clear and high-quality information, and has adequate time and appropriate resources to function effectively and efficiently. They also support the Chair in delivering the corporate governance agenda, and organise director induction, training programmes and the Board evaluation process.
