Grainger plc (Company) has separated the roles of the non-executive Chairman and the Chief Executive Officer (CEO).

The Chairman's primary role is to lead the Board and to ensure that it is independent, effective and complementary. The CEO's primary role is to provide the overall management and leadership of the Company. It is the responsibility of both to uphold and promote the highest standards of integrity and probity within the Company and its subsidiaries (Group).

In order to ensure the success of the Company, it is essential that the Chairman and CEO have a close relationship, based upon trust, with the Chairman providing support and advice while respecting the importance of the CEO’s executive responsibilities. It is particularly important that both promote effective relationships and open communication, both inside and outside the Boardroom, between non-executive and executive directors.

The respective duties and responsibilities of each of the Chairman and the CEO, as agreed by the Board, are detailed below:

Chairman