Corporate Governance Report 2022

Governance at a glance 86
UK Corporate Governance Code 2021/22

– Compliance Statement 86
Chair’s statement 87
Our Board 88 – 89
Corporate Governance overview 90 – 98
People & Governance Committee report99 – 100
Audit & Risk Committee report 101 – 105
Safety & Sustainability Committee report 106
Finance Committee report 107
Directors’ Remuneration report 108 – 131
Doing
Right Now
Transforming
our network
We are rewiring the Capital,
reinforcing London’s
electricity supply for decades
to come. A six-year, £1 billion
project in South London via
19 miles (30 kilometres) of
deep underground tunnels.
84 National Grid plc Annual Report and Accounts 2021/22

Corporate Corporate Governance
Governance
Report
National Grid plc Annual Report and Accounts 2021/22 85
Governance at a glance
Key highlights
98% 46%
UK Corporate Governance Code – 2021/22
Compliance Statement
The Company is subject to the Principles and Provisions of the

Board female representation UK Corporate Governance Code (the ‘Code’), which it has applied
meeting attendance on our Board as at date consistently. The table below outlines how the Group has structured
for the year ended of report the Governance section of the Annual Report on the Principles of
31 March 2022 the Code.
For the year ended 31 March 2022, the Board considers it has
complied in full with the Provisions of the Code.
15% 66%
This Corporate Governance report as a whole explains how
the Company has applied the Principles and complied with
the Provisions of the Code, but the below acts as a guide
to where the most relevant explanations are given:
ethnic minority Average % of issued

representation share capital voted at Principles of the Code
on our Board 2021 AGM 1. Board leadership and company purpose
as at date of report Chair’s statement 87
Role of the Board 91
Section 172 statement 56 – 59
Purpose and values 65
78% 50.97p
Board engagement with stakeholders 96 – 97
Oversight of strategy 20 – 21
Assessment of risks and viability 28 – 35
Measurement of strategy (KPIs) 24 – 27
employee engagement dividend per ordinary 2. Division of responsibilities

Board independence 88 – 90
score for 2021/22 share in 2021/22 Board Committees 91
Increase of 3.7% on Committee reports 99 – 110
prior year Board attendance 90
External appointments of Board members 88 – 89
100 4
3. Composition, succession and evaluation
Board biographies 88 – 89
Board composition and tenure 88 – 89 & 100
Committee membership 88 – 89
Board evaluation 97
Board succession planning 99 – 100
perfect score Board members People & Governance Committee report 99 – 100
on Human Rights appointed in 2021/22
Campaign Foundation’s 4. Audit, risk and internal controls
2022 Corporate Audit & Risk Committee report 101 – 105
Equality Index Risk 28 – 32
Principal risks 28 – 32
Emerging risks 29
99%
External auditor 104 – 105
Fair, balanced and understandable 101
Viability Statement 33 – 35
5. Remuneration
Directors’ Remuneration report 108 – 131
shareholder vote ‘For’ Remuneration policy 113 & 124 – 128
2021 AGM resolution
on climate change
commitments and targets

Chair’s statement
likely to face in the next several years. We asked Anne Robinson, an active executive in one of
ourselves, what topics would be worthy of the the largest asset management companies in the
Board’s time? Why were they important? How world, has substantial business and transactional
would we get the most salient information? Which experience and, in her current role, the most
external and internal resources would be available relevant background in ESG that we could
to shape our perspectives? These questions may imagine. Iain Mackay, who is joining the Board
appear simplistic. But in my experience, effective upon election at this AGM, is a sitting CFO
stewardship starts by making sure that a board with experience in industry prior to joining the
spends time on the matters that really count. fast-paced world of pharmaceuticals. These
I hope to use this report as a means to share with new Directors, along with those who continue
you some of the issues we are tackling in our to serve, bring strategic thoughtfulness,
Board discussions. engagement, constructive challenge,
independence and gravitas to our deliberations.
None of the foregoing has any meaning unless
As a group, they demonstrate our continued
we cast a critical eye on our own performance.
commitment to diversity on our Board and
We have adopted board goals and we retained
Dear shareholders, within National Grid’s organisation overall.
an independent advisor to help us assess our
Corporate Governance
I am pleased to present to you the 2021/22 group effectiveness as well as the effectiveness Stakeholder engagement
Corporate Governance Report, my first as Chair of each director; see page 97 for further detail. Whilst virtual engagement has become the norm
of the Company. These honest conversations on how we are over the past two years, it has been a great
doing are foundational to our being the kind pleasure to resume in-person engagement in
The year in review
of board which you can entrust the stewardship recent months. One can get an authentic sense
There has been no shortage of opportunities for
of your Company. of what is going on within an organisation or with
engaged governance by the National Grid
society at large by meeting people, listening to
Board. The Company had a full agenda coming Board composition how individuals and groups have fared, and
into the fiscal year: overseeing performance As you will have noted, several distinguished
amidst a lingering pandemic and then the safe seeing first-hand the challenges on the ground.
Board members reached the end of their terms in
return to work; ensuring that our provision of In recent months, Board members have
the year. Sir Peter Gershon, previous Board Chair
service is consistent with society’s expectations undertaken site visits. We have also had
until I assumed the role when he stepped down
of us; advancing our agenda of change as we virtual and in-person engagement sessions
on 31 May 2021, is a distinguished businessman
make commitments to reach net zero; seeing throughout the year with employees. Page 96
and advisor to government, known for his
through several major transactions; and provides more detail.
laser-like focus on productivity and performance.
supporting an evolving Group culture of Dr. Paul Golby, a member of the Royal Academy Annual General Meeting
accountability, agility and performance. The of Engineering, has deep, relevant experience Last year I was one of the many individuals
foregoing promised a busy year. Over the across the power sector, and contributed affected by COVID-19 travel restrictions and
summer of 2021, a crisis in the retail energy immeasurably to all the technical and strategy was unable to participate in the 2021 AGM in
markets in the UK began to unfold. Leading up decisions the Company has made during his person. Given the situation at the time, we did
to COP26, there were increasing pressures on tenure. Mark Williamson, with a long career in not encourage attendance by any shareholder.
both sides of the Atlantic for more rapid finance, has wisely counselled on our financial For our 2022 meeting, we revert to business as
decarbonisation of energy. Then the threats of and controls framework, as well as being the usual but with another option. I’m pleased to
war became a stark reality. Ukraine was invaded trusted Senior Independent Director, and Nicola share that we are offering the opportunity for you
and, almost overnight, energy supply security Shaw, a key member of the management team to participate in a ‘hybrid AGM’. You will be able
became the dominant theme. Our stakeholders in the role as UK Executive Director since 2016. to join the meeting online and yet be able to
have to be assured that we can identify and All four retired from the Board in 2021. Jonathan participate in live voting and the Q&A session,
manage all of these risks. At the same time, Dawson, who will leave the Board at the AGM, as if you were in the room. Please note, too,
we have to help balance aspirations regarding has been the independent voice for the alignment that we are putting to vote for the first time our
transformation with the exigencies of current of strategy and reward. In addition, Amanda Climate Transition Plan this year. The discussion
delivery. All of these responsibilities are our job Mesler, who has been a member of our Board for of this resolution should illuminate National Grid’s
as board members, along with ensuring that we the last four years, has decided not to stand for resolve to move to net zero and to provide
have a qualified, engaged, diverse workforce to re-election. Amanda was a great supporter of the metrics by which we can all track progress.
succeed amidst an era of great change. investments in technology that have proved Further details on this are outlined in the
My tenure as Chair commenced as directors invaluable over these last several years. On behalf Notice of Meeting for the AGM and on the
were nearing or had completed their nine-year of my Board colleagues, I express my Company’s website.
terms. Identifying suitable qualified replacements appreciation to all of them.
Looking forward
who could quickly come up to speed and Nevertheless, from this loss comes opportunity. Your Board will continue to focus on the key
yet bring fresh perspectives was essential. We have been fortunate to have recruited five issues, challenge the Group’s leadership, and
Fortunately, a well-vetted business plan was new directors who bring fresh perspectives and collectively seek to make wise decisions. In an
already in place and the change in board diverse experience to the Board. Ian Livingston, ever-changing world, we pledge to you that
composition was orderly. We were able to quickly former Chief Executive of BT, comes with the whatever lies ahead, we have the best interests
review Committee remits and composition and battle scars of industry transformation and of your Company, its customers, and its people
to refine the responsibilities and ownership of the expertise in finance. Tony Wood, a sitting central to our deliberations.
Committees where much of the Board’s work CEO and a member of the Royal Academy of
is undertaken. Aeronautical Engineering, brings the perspective
Nevertheless, one thing I’ve observed in my years that safety, productivity and innovation are not
as a Non-executive Director is that operationally to be traded off, but must be driven apace in
urgent matters can easily overtake consideration lock-step. Martha Wyrsch has worked directly
of truly important matters in a busy board agenda. in the energy sector in all its aspects – power, Paula Rosput Reynolds
natural gas, and renewables, regulated and
So last summer, our Board took the time for what
unregulated. She brings wisdom and practical
Chair
I believe was a critical set of conversations –
namely coming to agreement on what were the advice to the boardroom.
big strategic questions that National Grid was

Our Board
P E F R F F A P
Paula Rosput Reynolds (65) John Pettigrew FEI FIET (53) Jonathan Dawson (70) Thérèse Esperdy (61)
Chair Chief Executive Non-executive Director; Non-executive Director and
Independent Senior Independent Director;
Appointed: 1 January 2021 as Chair Appointed: 1 April 2014 and Chief Independent
Designate and Chair with effect from Executive with effect from 1 April 2016 Appointed: 4 March 2013
31 May 2021 Tenure: 8 years Tenure: 9 years Appointed: 18 March 2014
Tenure: 1 year Skills and competencies: John joined Skills and competencies: Jonathan, Tenure: 8 years
Skills and competencies: Paula’s the Group as a graduate in 1991, through his broad range of expertise within Skills and competencies: Thérèse has
strong business acumen is shown by her progressing through many senior the finance and pensions sector, brings significant international investment banking
impressive track record of leading complex management roles and demonstrating significant in-depth understanding in experience, having held a variety of
international businesses. In her board and a strong track record of developing and remuneration and financial matters to the leadership roles spanning 27 years. Her
leadership roles, Paula has demonstrated implementing global strategies for profitable Group. Jonathan previously held positions career began at Lehman Brothers and in
her decisive and pioneering nature, which growth. John contributes widely into as Chairman of the Remuneration 1997 she joined Chase Securities and
will be crucial in moving National Grid’s external industry discussions shaping Committee and Senior Independent Director subsequently JPMorgan Chase & Co,
vision forward, as it embarks on its journey energy policy and brings significant of Next plc and Chairman of the Audit & where she held a number of senior
to enable the clean-energy transition and know-how and commerciality to his Risk Committee and Senior Independent positions. With a distinguished career in
net zero by 2050. Her knowledge of the leadership of the executive team and Director at Jardine Lloyd Thompson the investment banking sector, Thérèse
energy market and experience supporting management of the Group’s businesses. Group plc. brings significant banking, strategic and
organisations through transitional periods John continues to lead the implementation As a Non-executive Director, Jonathan international financial management
is an asset to the Board, as National Grid of the Group’s strategy. This year he brings an innovative perspective, scrutiny, expertise and knowledge of financial
continues to grow and embrace progressed the Company’s strategic pivot, constructive challenge and independent markets to the Board and to her role
opportunities. Paula is Chair of the People including the integration of WPD and the oversight to the Board. as Chair of the Finance Committee.
& Governance Committee and the high- successful sale of a majority stake in our Thérèse’s specialist knowledge combined
calibre appointments made under Paula’s External appointments:
UK Gas Transmission business. He also • Chairman of River and Mercantile with her sharp and incisive thinking enables
leadership in the last year are pivotal led the Company’s Principal Partnership of her to contribute to, and constructively
in ensuring the succession and composition Group plc
COP26 in Glasgow. • Chairman and a founding partner challenge on, a wide range of
of the Board matches the culture, strategy Board debates.
and leadership needs of the Company. External appointments: of Penfida Ltd
These skills combined with her insight into • Non-executive Director and External appointments:
strategic and regulatory issues support her Senior Independent Director of • Chair of Imperial Brands PLC
in leading and governing an effective board. Rentokil Initial plc • Non-executive Director of Moody’s
• Member of the UK Government’s Corporation
External appointments: Inclusive Economy Partnership
• Senior Independent Director and Chair of • Member of the Electric Power
the Remuneration Committee at BP p.l.c. Research Institute Board
• Non-executive Director of • Member of the CBI’s
General Electric President’s Committee
• President and CEO of PreferWest LLC • Member of the Edison Electric
• Member of UK Prime Minister’s Institute Executive Committee
Business Council
Group General Counsel &

Company Secretary
E F A F R A
Andy Agg (52) Liz Hewitt (65) Ian Livingston (57)

E Chief Financial Officer (CFO) Non-executive Director; Non-executive Director;
Independent Independent
Appointed: 1 January 2019
Justine Campbell (51) Appointed: 1 January 2020 Appointed: 1 August 2021
Group General Counsel & Tenure: 3 years
Company Secretary Skills and competencies: Andy trained Tenure: 2 years Tenure: Less than 1 year
and qualified as a chartered accountant Skills and competencies: Liz qualified Skills and competencies: Ian is
Appointed: 1 January 2021 with PwC and is a member of the ICAEW. as a chartered accountant with Arthur a chartered accountant who qualified with
Tenure: 1 year He has significant financial experience, Andersen & Co. In her executive career she Arthur Andersen & Co and went on to
having held a number of senior finance worked in private equity for 3i Group plc, become the youngest FTSE 100 CFO when
Skills and competencies: Justine leadership roles across the Group, including Gartmore Investment Management Limited appointed to the Dixons Group plc Board.
trained and qualified as a lawyer at Group Financial Controller, UK CFO and and Citicorp Venture Capital Ltd gaining Ian brings a wealth of experience to
Freshfields in London and Brussels. She Group Tax and Treasury Director. Andy insights into a wide variety of industries. National Grid, having held both CFO
has held senior executive positions at brings in-depth knowledge of National Grid, Her work at Smith & Nephew gave her and CEO positions in large, high-profile
several multi-national companies and in both the UK and the US, and has broad global insight. She was seconded for public companies operating in the UK
is an experienced lawyer with particular experience across operational and a year to HM Government. Liz has and internationally. He has extensive
expertise in regulated sectors. corporate finance roles. He contributes extensive experience as an audit committee experience of operating in a regulatory
She is responsible for safety, legal, risk, broadly on a wide range of topics at Board, chair and as a member of nominations and environment and is widely regarded in both
compliance and governance activities Finance and Audit & Risk Committee remuneration committees. She is considered the corporate and financial world for his
across the Group, the effective meetings and has been instrumental in to be a financial expert in the context of record of consistently achieving enhanced
operating of National Grid plc’s Board achieving the successful sale of a majority audit committee work. Her broad industrial shareholder value. Ian is Chair of the
and Committees and advising on key stake in our UK Gas Transmission business and global experience and her financial Remuneration Committee, where he brings
issues of corporate governance. during the year. knowledge bring a wide perspective to significant experience and broad business
External appointment: External appointments: her role as Chair of the Audit & Risk perspective to discussions. He has
• Member of the GC100 Group • Member of The 100 Group Main Committee and in Board discussions a variety of non-commercial interests and
Executive Committee Committee and Chair of the Tax and decision-making. involvement with a number of charities
Committee External appointments: in education and social care.
• Director of Silverwood Property Limited External appointments:
• Non-executive Director of St George’s • Chair of Currys plc (until
Fields Limited; and of St George’s Fields 8 September 2022)
No.2 Limited • Non-executive Director of S&P Global

Key
A Audit & Risk Committee
F Finance Committee
A R S S P P People & Governance

Committee
Amanda Mesler (58) Anne Robinson (51) Earl Shipp (64)
Non-executive Director; Non-executive Director; Non-executive Director; R Remuneration Committee
Independent Independent Independent
S Safety & Sustainability
Appointed: 17 May 2018 Appointed: 19 January 2022 Appointed: 1 January 2019
Committee
Tenure: 4 years Tenure: Less than 1 year Tenure: 3 years
Skills and competencies: Amanda Skills and competencies: Anne has Skills and competencies: With an E Group Executive
brings to the Group extensive international over 20 years of legal experience in the extensive career in the chemicals industry Committee
leadership and general management financial services industry, where she has and having held a senior leadership role
experience from the technology and counselled senior executives on a wide in a safety-critical process environment, Committee Chair
fintech sectors. She has over 27 years range of legal, regulatory and business Earl brings significant safety, project
of experience at senior management and issues. Anne has worked throughout her management, environmental, sustainability
board level at large international companies. career to champion diversity, equity and and strategic expertise to the Board and its Other changes during the year:
She led a $1 billion global practice at inclusion whilst being a strong advocate for Committees, particularly in relation to safety
Electronic Data Services and has sponsorship and mentorship of other management. This, along with his innovative Sir Peter Gershon, Paul Golby and
experience sitting on audit, risk and women in the legal profession. Anne brings way of thinking, enables Earl to contribute Mark Williamson stepped down
remuneration committees. Amanda to the Board expansive and varied legal on a wide range of issues to Board and as Non-executive Directors on
provides an entrepreneurial perspective experience in the financial services and Committee debates and to effectively chair
to the Board and valuable insight into consulting fields as well as experience of the Safety & Sustainability Committee. 31 May 2021, 26 July 2021 and
the Company’s increasingly important working closely with boards and investors 31 December 2021 respectively.
External appointments:
technical evolution. on a broad range of ESG issues. Anne • Non-executive Director of Olin
earned a BS from Hampton University Nicola Shaw stepped down
External appointments: Corporation as Executive Director on
• Non-executive Director of Amadeus and a JD from Columbia University • Non-executive Director of Great Lakes
IT Group S.A. Law School. Dredge and Dock Co. 26 July 2021.
• Chair of Minna Technologies External appointments:
• Advisor to Macquarie Capital • Managing Director, General Counsel, Biographies as at 18 May 2022
and Corporate Secretary of Vanguard
• Director of Minority Corporate
Counsel Association
• Director of Children’s Rights
• Millstein Center Advisory Board
at Columbia Law School
A P P S R S
Jonathan Silver (64) Tony Wood (56) Martha Wyrsch (64)

Non-executive Director; Non-executive Director; Non-executive Director;
Independent Independent Independent
Appointed: 16 May 2019 Appointed: 1 September 2021 Appointed: 1 September 2021
Tenure: 3 years Tenure: Less than 1 year Tenure: Less than 1 year
Skills and competencies: Jonathan has Skills and competencies: Tony has Skills and competencies: Martha has
considerable knowledge of the US-regulated proven business leadership credentials held a number of senior positions in the
energy environment, experience and as an experienced CEO, and brings to the energy industry and has significant
understanding of integrating public policy Board significant engineering experience. experience of the US market, having been
and technology into a utility as well as He is currently CEO of Meggitt plc and a Fortune 100 General Counsel and CEO
a strong background in finance. Previously, has led the operational and cultural of a major international gas-transmission
Jonathan was the head of the US transformation of the company, transitioning business, as well as leading the growth
government’s $40 billion clean energy from an industrial holding structure to and development of Vestas’ renewables
investment fund. Jonathan’s strong a focused and customer-led business, business in the US.
background in finance and government leveraging technology investment. As an accomplished director for publicly
policy along with his long career at the Tony also held the position of President listed companies, in both the UK and the
intersection of policy, technology, finance, of the aerospace division at Rolls-Royce, US, Martha brings to the Board relevant
and energy brings innovative and positive during which time he developed a strong experience across the renewable energy
insight to the Board’s policy discussions reputation as an operator, turning around sector, as well as a strong understanding
and to its interaction with management. and growing several challenging business of the US regulatory environment, bringing
External appointments: units and internationalising the company’s enriching discussion and strategic thought
• Independent Director of EG footprint. to the Board.
Acquisition Corp. External appointments: External appointments:
• Senior Advisor to Guggenheim Partners • CEO of Meggitt PLC • Independent Director of Quanta
• Director of Plug Power Inc. • Director of ADS Group Limited Services, Inc.
• Director of Intellihot Inc. • Independent Director of First American
Financial Corp.
• Advisor to Summit Carbon Solutions

Corporate Governance overview Our governance framework
Governance refresh
We reviewed our governance framework during the year to more closely align with National Grid’s purpose, vision and values following the strategic
repositioning of the Company’s portfolio, the continued refreshment of the Board and to better facilitate us to progress our sustainability and climate
change agenda. All Committee changes were effective 1 September 2021.
Committees:
The Safety & Sustainability Committee (previously the Safety, Environment & Health Committee) expanded its remit to increase focus on
sustainability strategy and related external disclosures. This allows the Committee to have the in-depth discussions required on these topics with
Board members best placed to provide insight and overview, enabling the Committee to review specific safety- and sustainability- related risks and
providing a greater oversight of related Group Principal Risks. The Committee report is on page 106.
The Audit & Risk Committee (previously the Audit Committee) repositioned to give a greater focus to risk with increased time now spent reviewing
principal, emerging and child risks in relation to the Company’s risk management and controls processes. The Committee report is on page 101.
The People & Governance Committee (previously the Nominations Committee) expanded its remit to focus further on wider succession within the
organisation as well as core governance issues such as the workforce engagement programme for the year. The Committee report is on page 99.
All Committee compositions were reviewed and revised to ensure a suitable spread of skills and experience that complement the revised remit of
our Committees, details of which can be found in each Committee report.
Governance processes: our review extended to refreshing the Board Governance document to ensure this reflected the wider Committee remits
and clear Chair and CEO roles. We moved from eight scheduled Board meetings annually to six meetings made possible through reviewing our cadence
of reporting and Board pack materials with an efficiency programme introduced to ensure that reporting is as effective and concise as possible. This allows
greater time at Board meetings to focus on goals, priorities and strategic topics, enabling quality discussion to deliver our strategy. The Board will continue
to review its framework annually to satisfy itself that it continues to be best aligned to the Company’s purpose and strategy.
Group Executive Committee: supports the CEO’s decision making. To do this, the roles of the overall Committee and supporting sub-committees
were refreshed to provide a more optimal way to communicate and understand key business information – specifically, having the right people
discussing the most relevant topics in the sub-committees, enabling better decision making at the top of the organisation.
Board composition and roles
Our Board comprises of a Non-executive Chair (independent on appointment), two Executive Directors (CEO and CFO), and 10 independent
Non-executive Directors, as at the date of this report. There is a clear division of responsibilities between the Chair and CEO, reflected in the Board
Governance document available on our website. A list of our Directors’ biographies can be found on pages 88 and 89.
Our Chair sets Board meeting agendas and ensures the Board receives accurate, timely and clear information to monitor, challenge, guide and take
sound decisions. She is responsible for promoting a culture of open debate between Executive and Non-executive Directors. Our Chair also facilitates
effective communication with shareholders and other stakeholders and promotes high standards of corporate governance, ensuring Directors
understand the views of the Company’s shareholders and other key stakeholders, and their duties under section 172 of the Companies Act.
Our Chief Executive is responsible for the executive leadership and day-to-day management of the Company, to ensure the delivery of the strategy
agreed by the Board.
Our Chief Financial Officer is responsible for providing strategic financial leadership to the Company and for the day-to-day management of the
finance function.
Our independent Non-executive Directors are responsible for contributing sound judgement and objectivity to Board deliberations and the overall
decision-making process, providing constructive challenge, and monitoring the Executive Directors’ delivery of the strategy within the Board’s risk and
governance structure.
Our Senior Independent Director provides a sounding board for the Chair and serves as a trusted intermediary for the other Directors, as well
as shareholders, as required. She meets with the Non-executive Directors (without the Chair present) when necessary and at least once a year to
appraise the Chair’s performance and communicates the results to the Chair and People & Governance Committee.
Our Group General Counsel & Company Secretary has responsibility for ensuring the effectiveness of the Company’s governance framework.
All Directors have access to her advice.
Independence and time commitment
We monitor and note potential conflicts of interest that each Director may have and recommend to the Board whether these should be authorised
and if any conditions should be attached to such authorisations. Directors are reminded regularly of their continuing obligations in relation to conflicts
and review and confirm their external interests at least annually. This is then used to consider whether each Director continues to be independent.
Following due consideration, the Board determined that all Non-executive Directors continued to be effective and independent in both character and
judgement in their roles. The table below sets out Director attendance at Board meetings during the year to 31 March 2022.
Director Attendance Director Attendance Director Attendance

Paula Rosput Reynolds 10/10 Ian Livingston 5/52 Martha Wyrsch 4/42
John Pettigrew 10/10 Amanda Mesler 10/10 Former Director
Andy Agg 10/10 Anne Robinson 2/22 Sir Peter Gershon 2/23
Jonathan Dawson 10/10 Earl Shipp 9/101 Nicola Shaw 4/43
Thérèse Esperdy 10/10 Jonathan Silver 9/101 Paul Golby 4/43
Liz Hewitt 9/101
Tony Wood 4/42
Mark Williamson 8/83
Board Chair
1. The Directors noted were unable to join due to conflicting commitments. The meetings in question were ad hoc and scheduled at short notice. Where possible,
all Board members who were unable to attend a meeting provided comments to the Chair in advance of the meeting.
2. The Directors noted were appointed during the year and the attendance is based on available meetings from appointment.
3. The Directors noted resigned during the year and the attendance is based on available meetings before resignation.

How the Board operates
Board and Committees
Board of Directors
To operate efficiently and give the right level of attention and consideration to relevant matters, the Board delegates authority to its Board
Committees. Each Committee Chair reports to the Board on their Committee’s activities after each meeting.
Key matters considered by the Board include:
• establishing the organisation’s vision, • significant changes in capital structure; • oversight of material ESG issues;
mission and purpose; • ensuring the Company has adequate • recruiting new Board members and
• the Company’s strategy and long-term resources and that resources are assessing Board performance;
strategic objectives; managed responsibly; • enhancing the organisation’s public
• risk appetite and determination of Group • succession planning for Board and standing and;
Principal Risks; senior management; • determination of the framework or policy
• overall corporate governance arrangements; • half-year and full-year results statements, for the remuneration of the Chair, Chief
• systems of internal control and risk Annual Report and Accounts and other Executive, Executive Directors, Group
management; statutory announcements; General Counsel & Company Secretary,
• ensuring legal compliance and • oversight of the Company’s and direct reports to the Chief Executive,
ethical integrity; response to major crises and other following recommendation from the
• annual business plan and budget; significant challenges; Remuneration Committee.
Audit & Risk People & Remuneration Finance Safety &

Committee Governance Committee Committee Sustainability
Committee Committee
• Financial reporting. • Board and Committee • Consideration and • Financing policies • Safety, health and
• Internal controls, risk composition. implementation of and decisions. sustainability strategy
management and • Succession planning. Remuneration Policy. • Credit exposure. and policies.
external compliance. • Board appointments. • Consideration and • Hedging. • Performance targets.
• Corporate audit. • Workforce engagement. exercise of discretion. • Foreign exchange • ESG and climate
• External audit • Incentive design and transactions. change- related
and assurance. setting of targets. • Tax strategy and targets, disclosures
• ESG and climate policy. and action plans.
change related • Guarantees and
disclosures. indemnities.
Group Executive Committee
• Oversees the safety, operational and financial performance of the Company. It is responsible for making the day-to-day management
and operational decisions it considers necessary to safeguard the interests of the Company and to further the strategy, business objectives
and targets established by the Board.
• Delegates authority to a number of sub-committees.
• Members have a broad range of skills and expertise that are updated through training and development. Some also hold external non-
executive directorships, giving them valuable board experience. Those members of the Committee who are not directors regularly attend
Board and Committee meetings for specific agenda items.
Sub-committees and other management committees
Safety, Health & Sustainability Executive Sub-Committee; Ethics, Risk & Compliance Executive Sub-Committee; Reputation & Stakeholder
Executive Sub-Committee; Policy & Regulation Executive Sub-Committee; Investment Committee; Disclosure Committee; Employee Share
Schemes Sub-Committee.
Our Group Executive Committee Governance structure

Two Executive Directors are members of the Group Executive The schedule of matters reserved for the Board and terms of reference
Committee, as well as being on the Board. The Group General Counsel for each Board Committee are available in our Board Governance
& Company Secretary is also a member of the Group Executive Document at: nationalgrid.com
Committee. See their biographies on page 88 – 89.
Full biographies for the Group Executive Committee are available at:
nationalgrid.com Reports from each of the Board Committees, together with details of their
activities, are set out on pages 99 – 131.

Corporate Governance overview continued
Board focus during the year

Our Board is collectively responsible for the effective oversight of the Company and its businesses. It determines the Company’s strategic direction and
objectives, business plan, dividend policy, viability and governance structure to help achieve long-term success and deliver sustainable shareholder value.
The Board also plays a major role in setting and leading the Company’s culture and wider sustainability goals. It considers key stakeholders in its decision
making and, in doing so, ensures that Directors comply with their duty under section 172 of the Companies Act 2006.
Our stakeholders considered in Board discussions
Colleagues Investors Regulators Communities Customers Suppliers
Key matters considered Outcome
Strategy
Oversight and Following the strategic pivot in the UK portfolio towards electricity with last year’s acquisition of WPD and the
execution of proposed sale of NECO and a majority stake in UK Gas Transmission, it was paramount that the Company
several major continue to execute the current strategic pivot and transactions successfully.
strategic The Board maintained oversight of the transactions at every meeting and was updated on the progress of the
transactions integration of WPD into the Group and status of the NECO and UK Gas Transmission sales including key
challenges and risks.
In March 2022, the Board approved the delegation to a sub-committee to approve the transaction for the sale of
a majority interest in UK Gas Transmission and our Metering business to a consortium comprised of Macquarie
Asset Management and British Columbia Investment Management Corporation.
In March 2022, the Board also approved the sale of National Grid’s interest in St William Homes LLP, to its joint
venture partner, The Berkeley Group plc.
Strategic priorities With the addition of new Board members and the dynamic external environment, the Board established an
and Board agenda to review each business unit to understand its current performance, regulatory structure, financial
performance framework, culture and our future strategy. The Board deliberated how to spend its time throughout the year
by identifying key areas for strategic discussion. The Board set goals for itself to ensure clarity of direction at
every meeting.
External insights were also provided throughout the year:
• the Board heard from an expert in UK energy policy and discussed the challenges of the energy transition;
• the Chief Economist at bp plc provided energy forecasts and insights on the energy transition; and
• the CEO of Tennet (a leading European electricity transmission system operator) gave perspectives on the
opportunities associated with developing offshore transmission in the UK and North West Europe.
The Board also met with the New York Independent System Operator, the Chair and CEO of Ofgem, and the
representatives of the business community in New York to discuss key issues, challenges and to hear their
perspectives. The Board were also briefed by brokers in the year.
Our commitment In the year, the Board discussed ESG matters, including key strategic enhancements to keep pace with
to reach net zero stakeholder expectations and to be aligned with commitments as a responsible business. The Safety &
Sustainability Committee and the Audit & Risk Committee reviewed climate change reporting disclosures, within
their respective remits. The Board approved the Climate Transition Plan in May 2022 – ahead of the 2022 AGM.
See the Remuneration Committee report on how we have linked ESG to Director remuneration at page 108.
Enrichment Outside of Board meetings, Directors joined additional sessions with our Strategy team to learn more on emerging
sessions topics including heat pump technology, CCUS and prospects for hydrogen. The Board also met out of cycle in
April 2022 for a focused session looking at the disclosures required by the Company in relation to ESG. The Board
also received a briefing on key energy policy announcements and energy security decisions being made in the UK.

Business Plan and financial performance
Aligning the In the year, the Board discussed and approved the Strategic Business Plan, to promote alignment of financial
Strategic Business performance and strategy. It further reviewed a five-year view of the Group which incorporated portfolio
Plan and budget changes. In June 2021, the Board received the budget revision, reflecting the impact of portfolio changes
to the strategy and the changes to the operating model on the Group’s targets.
Dividend Since approval in January 2021, it was agreed that from FY21/22 the Company would seek to grow the
dividend in line with CPIH, reflecting a move from RPI to CPIH in the UK regulated businesses. The Board
considered the dividend policy at its November 2021 and May 2022 meetings and approved the proposed
interim and final dividend payments.
RIIO-T2 financial During the year, the Board reviewed the RIIO-T2 framework and how the Company will align its approach
structure to operations given the change in regulatory incentives.
Following the acquisition of WPD, the Board discussed and approved the RIIO-ED2 business plan for
submission in December 2021 and received updates on the ongoing process.
Political and regulatory environment
Impacts on the Throughout the year, the Board was updated on the disruption in the UK market as retail suppliers began to
UK energy market fail and how National Grid was responding. In early 2022, the Board was briefed on how the crisis in Ukraine
could potentially affect the UK and the wider energy environment. As the conflict continued, the Board
continued to be briefed on the significant impacts on the UK energy market, including the high and volatile
prices, impact on consumers and direct impacts on the Company. The Board continued to have oversight
of the impact on affordability and UK Security of Supply, cyber security and potential cost recovery.
UK RIIO-T2 During the year, regular updates were provided on the RIIO-T2 price control appeal process and the holistic
price control five-year strategy to deliver RIIO-T2 in ET. Early in the year, the Board challenged the Company’s response to
the provisional determinations and following the submission of a technical appeal to the Competition and
Markets Authority (CMA) around the RIIO-T2 cost of equity and outperformance wedge; the CMA found in
favour of our arguments on the outperformance wedge.
US The Board reviewed the current US regulatory structure, including the current regulatory and financial
frameworks in place and core components of the US regulatory framework and the performance profile of
the US business.
Twice in 2021, the Board met with the Monitor who was overseeing gas capacity planning for New York.
The Board reviewed the Long Term Capacity Report; the Company is compliant with the terms of settlement.
The Board discussed the stakeholder engagement plan and key challenges and risks going forward.
The Board noted the rate case agreements that had been completed for KEDNY, KEDLI and NMPC, and
noted the filing of a plan with the Massachusetts Department of Public Utilities.

People and culture
Evolution of the The Board is responsible for monitoring and assessing both the culture of the Group and its alignment with the
Group culture of Company’s purpose, values and strategy. These elements are vital to our long-term success as a Company,
accountability, agility as the availability of resources and operating procedures require Board engagement inside and outside of the
and performance boardroom. You can read more about how the Board monitors culture on page 95.
Risk
Review and During the year, the Board completed a review of the Company’s risk appetite, principal risks and emerging
approval of Group risks and how we manage them. It was agreed to retire the disruptive forces risk and de-escalate the data
Principal Risks and management risk. In May 2022, the Board reviewed and approved the effectiveness of the Group’s risk
emerging risks management system, following updates in the year from the Audit & Risk Committee and the Safety &
Sustainability Committee on focused risks within their remit. You can read more about our risks on
pages 28 – 32.
Governance
Refreshing our With so much change within the business and the rapidly changing external landscape, the Board reviewed
governance the entire governance framework to ensure it remained fit for purpose. Committee composition and remit were
framework refreshed and refined.
You can read more about this on page 90.
Looking The Board will continue its focus on the strategic priorities, including monitoring the actions, milestones
and timelines to deliver the strategy. We will continue using enrichment sessions outside of the regularly
forward: scheduled Board meetings to deepen the Board’s working knowledge on selected topics. All Board
members will also continue to undertake site visits to see the work of National Grid for themselves.

How the Board monitors culture
The Board plays a significant role in monitoring The biggest impact on colleague engagement Leading indicators of change
and assessing both the culture of the Group and and culture is line managers and the tone that is In addition to the quantitative data, the Board
its alignment with the Company’s purpose, set from the top of the organisation. Recognising also monitors leading indicators of change.
values and strategy. this, the Company’s ‘leadership index’ sets Throughout the year this has been through the
expectations for leadership behaviour, and results of the organisation’s ‘Living our Values
The People & Governance Committee also plays
provides actionable insight for leaders to focus Everyday’ campaign, ‘Untapped AI’ personal
a key role in keeping momentum in relation to
development that has a positive impact on their development coaching activity and through the
management development and succession. This
immediate team. 2022 was the third full ‘Team Effectiveness’ facilitation programme.
year, focus has been on executive development
‘leadership index’ that has been created and
in particular. Although not all Board members sit Looking forward
demonstrated positive progress with a reduction
on the People & Governance Committee, they Our culture diagnostic work will continue to
in the number of leaders scoring below our
have access to all Committee papers and progress with the next goal in this area to move
target levels. This has highlighted the positive
regularly attend the People & Governance the characteristics of ‘Results’ further up and
and significant impact our individual leaders
Committee meetings. The Chair reports back to move ‘Order’ down. The challenge will be to
across the organisation can have on their
the full Board following each meeting, which also maintain the changes made around ‘Purpose’
own behaviour.
provides the opportunity for full Board input and and ‘Caution’, whilst focusing organisation-wide
to ensure it is monitoring culture effectively. Culture diagnostic and everyday action change on becoming more
The culture diagnostic work has shown a clear ‘Customer’ and ‘Performance’ orientated. The
There has been a vast amount of change both
shift towards our desired culture and in particular Board will continue to spend considerable time
within the organisation and externally over the
indicated that the characteristic of ‘Caution’ had on culture and monitor the progress in this area.
last few years. The importance of creating the
moved downwards and ‘Purpose’ had moved
right culture throughout the Company, to ensure One of the Board’s goals for 2022/23 is to
upwards, demonstrating a significant step
our colleagues are embracing positive and ensure laser-like focus is on management
forward over the last 12 months. The strongest
inclusive behaviours and values in everything we succession, including a focus on continuous
culture traits for the Group are now ‘Purpose’,
do, has never been more important. culture improvement.
‘Caring’ and ‘Order’.
The Board assesses the Company’s culture
and the progress being made from two key
data sources:
For further information on culture, please see
• lagging indicators from the Grid:voice survey page 65.
and the Spencer Stuart culture diagnostic;
and
• leading indicators taken from the culture
change activity underway across
the organisation.
The full Board joined the People & Governance
Committee to discuss with Spencer Stuart
matters including the context, backgrounds and
updates to the work that the Company had been
undertaking to identify and cultivate senior talent.
The full Board reviewed the assessments
undertaken against the methodology used to
assess the talent pipelines.
Grid:voice employee survey
Our Grid:voice survey this year provided a set
of strong results, with improvements in a number
of areas including the ‘Safe to Say’ scores,
which are six points higher than the high
performing norm. This has demonstrated that
Members of the Board visited the IFA interconnector site at Sellindge in March 2022. Following a catastrophic
there is an open culture within the organisation
fire at the site in September 2021, the Board and Committees have had oversight of the investigation into the
where individuals feel that they are able to root cause. The site visit consisted of a tour of the facility and an overview of the damage and reparations.
express their views, opinions and concerns. The It also provided the opportunity for Board members to hear directly from employees and contractors on site.
Board also monitors areas that are not as strong
performing as others and tracks progress.
Consideration in the year was also given to
WPD’s results, the first year that these had been
included. There is focus required in this area to
work to align the results with the rest of the
organisation and the Board will monitor to
ensure progress is achieved.

Board engagement
Engagement is key to the Group’s long-term success and the Board directly and indirectly engages with key stakeholders, ensuring it understands their
interests and takes them into account in Board decision making. You can read the Board’s section 172(1) statement on page 56.
Workforce engagement Committee focused These included an Audit & Shareholder engagement

Throughout the year we continued with our Risk Committee virtual session in January 2022 The Board is committed to maintaining good
‘Full Board Employee Voice’ approach, utilising with US finance colleagues and a Finance communications with existing and potential
and enhancing existing colleague engagement Committee discussion with colleagues from the shareholders. The Company has a comprehensive
methods and communication channels to ensure Pension, Tax, Financial Planning and Treasury investor relations programme where a range
meaningful engagement across all locations. teams in July 2021. of key investors are met with in person or
The programme, overseen by the People & virtually at small meetings and larger investor
Engineering dinner Earl Shipp and Tony Wood
Governance Committee, monitors the roadshow events. The Board Chair also engages
attended a dinner in March 2022 to recognise
effectiveness of the programme and reviews with large shareholders and the Remuneration
engineers involved in world-leading Energy
the chosen mechanism under the Code at least Committee Chair engages specifically on
Transition projects including T-Pylons, the UK’s
annually. The variety of engagement is a great remuneration practices.
new nuclear power station and the Storm Eunice
way of building and maintaining trust and
response. The event provided the opportunity for Management also hosts webcasts for both
communication whilst providing our people
individuals to discuss a range of topics including our half-year and full-year results and takes
with an appropriate forum to influence change.
SF6, engineering capability and the strategic questions from investors and analysts to ensure
In the year we shared a selection of short videos direction taken by the Board. an open dialogue with the market. Presentations
of our new Non-executive Directors with our given to analysts and investors covering the
Site visits It was really positive for Directors
colleagues to help familiarise them with Group’s results, along with all results and other
to be able to get back out on site following the
their Board. regulatory announcements as well as further
COVID-19 pandemic, and this year saw optional
information for investors, are included on the
Board engagement programme visits scheduled around Board meetings.
investor relations section of our website at
Small sessions These sessions make up the These vital engagement forums provided the
nationalgrid.com/investors.
majority of the Board engagement programme opportunity for smaller groups of the Board to
in the year. They consist of around 10 individuals hear views from and see the workforce in action Further information on our engagement with our
in attendance and a different subset of Board and included the IFA interconnector at Sellindge, retail shareholders is set out on page 97 under
members. Attendees are coordinated by HR and the London Power Tunnels and WPD’s Annual and General Meetings of shareholders.
are diverse across our workforce. Some of the control centre.
Capital Markets Day In November 2021 we
sessions are open discussion with no set
Feedback and decision making hosted our first Capital Markets Day. This was
agenda whilst others have recommended topics;
Following all engagement, the Board takes the a hybrid event giving investors the opportunity
for example, in May 2022, our employees
time to discuss the views of the workforce and to engage online or in person with key members
discussed our Climate Transition Plan and the
takes these into consideration throughout wider of the Group Executive Committee and National
new Remuneration Policy ahead of these going
Board discussions, a topic on each Board agenda Grid leaders. As part of this, we held a number
to the AGM for shareholder vote.
going forward. Following feedback in the external of ‘teach in’ sessions to support investors’
Employee Resource Groups (ERG) and Board evaluation this year, a set of ‘ground rules’ knowledge of our business units and key
high-potential employees The Chair met were re‑established by the Board to increase strategy areas for the Group. The Capital
with multiple ERG leads and participated in transparency around engagement and to ensure Markets Day videos are on our website at
a ‘learning from leaders’ session with the that following any non-scheduled engagement nationalgrid.com/investors.
‘Women in National Grid’ (WING) ERG. events, views heard are captured and reported
Our high-potential employees also had the back to the boardroom or the CEO/CFO, ‘Grid Guide to...’ Throughout the year our
opportunity to meet with the Board and share where appropriate. investor series continued. The series consists
their views. This was a great opportunity for of short, virtual sessions covering our ambitions
Looking ahead and progress across a range of ESG themes.
the Board to meet our high-potential employees
The People & Governance Committee Some of the key sessions of the 2021/22
informally and reconfirmed the need to actively
reviewed the engagement mechanism at programme included:
support their career development, a topic
its March 2022 meeting and agreed that the
very much on the People & Governance • May 2021 – Grid Guide to... Our People;
current approach remained the most appropriate
Committee’s agenda for the year ahead. • July 2021 – Grid Guide to... the
mechanism. The variety of sessions provides
Virtual ‘town hall’ Our Chair and CEO a valuable link between our colleagues and the Decarbonisation of Transport;
hosted a virtual town hall in January 2022 Directors, and we look forward to hearing more • October 2021 – Grid Guide to... the Future
with a cross-section of the US workforce. from our employees this year. As the world and of Heat in downstate New York; and
Discussions included community engagement, priorities continue to evolve, we will continue to • March 2022 – Grid Guide to... National Grid’s
diversity and inclusion, the clean energy keep the overall approach under review and Sustainable Supply Chain.
transition and gas supply. This was one of the updated and refined as required.
first opportunities for some of our colleagues to
meet our Chair since she had been in role.

Annual and General Meetings of shareholders Looking forward Findings of the Board evaluation
In April 2021, we held a General Meeting to seek We maintain a comprehensive investor relations The Board has been through significant change
approval from our shareholders for the programme throughout the year. Please visit our over the past year, as noted in the evaluation.
acquisition of WPD. We also announced our website to keep up to date as events are Findings of the evaluation take into account the
intention to sell a majority stake in UK Gas announced at nationalgrid.com/investors. appointment of a new Chair with effect from
Transmission and the sale of NECO at this time. Materials from recent seminars and access 31 May 2021 and a number of changes
This meeting took place behind closed doors to our educational videos and podcasts can amongst the Non-executive Directors.
due to COVID-19 restrictions; however, also be found online and on our social The Board views these changes as positive.
shareholders were invited to submit questions in media channels. The review noted that National Grid is
advance of the meeting and were answered in underpinned by robust governance and
a shareholder webcast. In July 2021, our Annual Performance evaluation compliance. Succession planning, culture and
General Meeting (AGM) took place in London. 2021/22 external Board evaluation strategy were identified as key areas of focus
We also facilitated the ability for shareholders to Our annual evaluation provides the Board and for the year ahead, with opportunity for Board
view the meeting remotely, register and ask any its Committees with an opportunity to consider materials to be further streamlined.
questions both in person or virtually. Voting levels and reflect on the quality and effectiveness of
their decision making, and for each member Board Committees’ effectiveness
were largely consistent with previous years,
to consider their own contribution and Each Board Committee was included as part
despite the disruption caused by COVID-19
performance. In accordance with the Code, of the evaluation and each Committee received
restrictions in place. All resolutions were passed
which outlines in the Provisions that the a detailed report. IBE noted that the Committee
at the meeting in line with the Board’s
Company should undertake an externally structure had also been through a period of
recommendations.
facilitated evaluation every three years, the change, which has refocused the remit of each
The pandemic has clearly demonstrated the 2021/22 Board evaluation was conducted Committee. The Chair has engaged on feedback
efficiency of virtual and hybrid meetings and externally. In May 2021, National Grid engaged with each Committee Chair and, following the
allows for greater levels of engagement and Independent Board Evaluation (IBE) to facilitate Board agreeing its action plan and goals in
participation by individuals. A resolution this year’s Board evaluation. March 2022, each Committee will set an outline
to amend our Articles of Association to allow of key areas of focus for 2022/23.
for hybrid AGMs was approved in 2021. Our Following initial briefings in October 2021, the
evaluation began with Board and Committee Performance of the Chair
2022 AGM in July will be conducted in the
observations in November 2021. This was As part of IBE’s evaluation, in line with the Code,
hybrid format.
supplemented with Director and management each individual Director’s effectiveness was
The Notice convening the 2022 AGM will be interviews. Results were fed back to the Chair evaluated, including our Chair’s performance.
made available to shareholders in advance of the in December 2021 and then presented to the Detailed feedback was shared directly with the
meeting. This will provide shareholders with the Board in January 2022. The Board agreed the Senior Independent Director, Thérèse Esperdy.
appropriate time to consider matters. The results set of actions outlined below in March 2022. An overview of the findings was shared during
of the proxy votes on each resolution will be a private session between Thérèse and Paula.
collated independently by the Company’s National Grid confirms neither the principal The Board recognised in its feedback that Paula
registrar and will be published on the Company’s consultant nor IBE has any connection with had led the Board effectively during a period of
website after the meeting. the Company, individual Directors nor the significant change whilst outlining vital key
Company Secretary. strategic priorities for the business.
Focus area Board actions for 2022/23
Strategy • Finalise Board strategic topics for 2022/23 and ensure agendas align.
Capability • Strengthen focus on talent and succession at all levels. Include regular reviews on People & Governance
agendas and align with opportunities for the Board to meet high-potential employees.
Culture • Incorporate the results of the culture scorecard in People & Governance Committee deliberations.
Employee engagement • Review and refine the overall approach to employee engagement.
• Ensure key insights from engagement opportunities are shared with the Board.
Engagement with • Ensure effective communication flows to provide the right insights, including early sight of emerging issues
management when required.
Process and meeting • Continue to improve discipline around Board papers and processes.
management • Routinely bring outside views into the boardroom.
ESG • Ensure that ESG commitments are embedded in the Board’s stewardship.

Directors’ induction, development and training to change, it is important to ensure that Directors’ skills and knowledge
The Chair has overall responsibility for ensuring that our Non-executive are refreshed and updated regularly.
Directors receive a comprehensive induction and suitable ongoing
During the year, Non-executive Directors attended a detailed session
development and training. This is key to enabling Board effectiveness
on digital initiatives across the Group ahead of a digital discussion at the
individually and as a whole. New directors receive comprehensive
Board meeting. The Board also had the opportunity to attend a series
induction programmes and induction packs, tailored to their experience,
of enrichment sessions; topics presented through the year included heat
background, committee membership and requirements of their role. They
pumps, CCUS, hydrogen and ESG. Further enrichment sessions are
are encouraged to engage with the business by visiting key sites in the
scheduled for 2022/23 on topics such as energy market reform, customer
UK and US. As our internal and external business environment continues
disruption and offshore wind market operations and projects.
Ian Livingston Martha Wyrsch

Significant focus was given to prepare Ian to Martha joined as a member of the Safety &
step into the role of Chair of the Remuneration Sustainability Committee and Remuneration
Committee from January 2022 alongside an Committee. Focus was given to key safety,
introduction to the Group’s Remuneration Policy. sustainability and remuneration-related matters.
Ian also received an overview of the Group’s In September 2021, Martha visited National
strategy, key business operations and matters Grid’s diversion site supporting HS2, gaining
pertinent to the Audit & Risk Committee. first-hand insight on the challenges the team
faced during the project.
Anne Robinson Tony Wood

On appointment, Anne joined as a member Tony joined as a member of the Safety &
of the Safety & Sustainability Committee. Sustainability and People & Governance
Focus was given to key safety and sustainability Committees. Focus was given to key matters in
matters alongside an overview of the Group relation to safety and sustainability alongside an
and current strategy. Anne will also join the overview of the Group. As part of his induction,
Remuneration Committee in July 2022 and will Tony visited two key UK sites, Isle of Grain and
be undertaking sessions on remuneration. London Power Tunnels, in August 2021.
“As such a large cohort of Directors has joined the Board during the year,
it’s been crucial that we get them up to speed quickly. Our induction,
development and training programme has been vital in supporting this.”
Paula Rosput Reynolds
Induction area Provided by Topics covered Attended by
Governance Chair of the Board • Priority areas for the Board

IL AR MW TW
and Director Group General Counsel & Company Secretary • Governance framework and corporate structure
Duties Head of Company Secretariat • Overall legal matters
External Legal Counsel • Director duties for a listed company
• Market Abuse Regulations
Remuneration Chair of the Remuneration Committee • Priority areas for the Remuneration Committee
IL MW
Committee Chief People & Culture Officer including Committee Chair succession
Group Head of Reward • Remuneration Policy
External remuneration consultant (PwC) • Remuneration matters
Audit & Risk Chair of the Audit & Risk Committee • Priority areas for the Audit & Risk Committee
IL
Committee Chief Financial Officer • Regulatory finance model
Group Head of Audit • Financial reporting framework
Chief Risk Officer • Risk management framework and principal risks
Group Financial Controller • External audit including lead partner succession
External auditor (Deloitte)
Safety & Group Head of Safety • Priority areas for the Safety & Sustainability Committee
AR MW TW
Sustainability Group Chief Engineer • National Grid’s approach to safety and sustainability
Committee • Engineering assurance
• Climate change and climate risk
Strategy Chief Strategy & External Affairs Officer • National Grid’s strategy and transition to net zero
IL AR MW TW
Chief Sustainability Officer • COP26

People & Governance Committee report
Year in review emerging leaders, and to identify where we need

On appointment, I requested Justine Campbell, to introduce new skills and experience into the
Group General Counsel & Company Secretary organisation. In its first year, the Committee has
to undertake a full review of the appropriateness focused on executive development in particular.
of the Board Committee structure, terms of However, we have also reviewed the results of
reference for the respective committees and the culture survey, reviewed the demographics
overall effectiveness. The outcome of that of our workforce and turnover, and used our
review was to update the remits of the various engagement sessions to learn more about the
committees. Notably, the Safety, Environment temperament and issues of the wider workforce.
and Health Committee was repurposed as the
In line with our expanded remit, the Committee
Safety & Sustainability Committee, the Audit
considered our workforce engagement
Committee as the Audit & Risk Committee and
mechanism and agreed to continue with our
the Nominations Committee was repurposed as
chosen method of enhancing existing Board
the People & Governance Committee. All were
engagement sessions. We discuss the learnings
with effect from 1 September 2021. With respect
of these engagement sessions at every Board
to the latter Committee, the subject of this letter,
meeting, discussing whether we have the pulse
let me simply restate the obvious: people make
of the organisation. We also have a schedule
all the difference. So we formed a committee
for the year to ensure we are meeting with
that looked not just at the process of
organisations on both sides of the Atlantic,
governance but its content. To read further
Key decisions during the year in offices, depots, and on the front line. At
about the Committee refresh and governance
• Approved four Board appointments in year end, the Committee considered whether
framework, see page 90.
the year these small and larger engagements remain
• Reviewed and approved Board and Board composition appropriate and effective for us to stay in touch
Committee composition and refreshment Sir Peter Gershon, our prior chair, was with all levels of the organisation and at this time
• Reviewed and approved the Board Diversity kind enough to appoint me to chair of the we are agreed that they do; however, we will
Policy and progress against objectives Nominations Committee when I joined the Board continue to challenge and review effectiveness
• Reviewed and approved the continuation of in January 2021. Having the opportunity to chair in this area. See pages 96-97 for an overview
the Board ‘workforce engagement’ approach both this Committee and the Board allows for of Board engagement activity through the year.
me to ensure there is alignment across our
Composition and Diversity, equity and inclusion (DEI)
governance practices and to ensure robust
Committee attendance: In 2021, the Company appointed its first senior
oversight of succession. Sir Peter recognised
The Committee is made up of four executive with a remit specifically tied to diversity
that the Board would have quite a bit of turnover
independent Non-executive Directors and the and inclusion. Natalie Edwards, our Global Chief
in membership due to a substantial number of
Chair of the Board. Diversity Officer, has met with us to review the
directors reaching the limits of their terms and
global DEI strategy, which includes a clear set
that I should be the one leading the process of
Committee members Attendance of DEI commitments which will provide clarity
identifying new directors. In the year we recruited
Paula Rosput Reynolds1 4/4 and direction for the organisation. The work of
a number of new directors from diverse
Thérèse Esperdy¹ 4/4 the team in engaging with the workforce has
backgrounds and experiences, four of whom
Jonathan Silver¹ 4/4
been exemplary and we anticipate having Natalie
were seated earlier in the financial year and one
meet with us frequently given the importance of
Earl Shipp¹ 4/4 who will join the Board ahead of this AGM. All
this agenda. We also welcome the FCA’s new
Tony Wood3 3/3 Board members participated in the recruitment
listing rule requirements around diversity and
Former Committee members Attendance and it was encouraging how much agreement
inclusion reporting. These will apply for our next
Paul Golby2 1/1 there was as to the talent we needed. There was
year’s report; however I’m happy to report
Liz Hewitt2 1/1 also a unanimity of view that we were seeking
that we are already in compliance with
Mark Williamson2 1/1 seasoned senior professionals who were
these measures.
Amanda Mesler2 1/1 confident in their capabilities, independent in
Jonathan Dawson2 1/1
their thought processes, curious about our Culture and accountability
business, and invested in a commitment to High-performing organisations are characterised
Committee Chair a net zero future. Collectively, they bring vitality by, among other things, clarity on goals and
1. Member of the Nominations Committee until and energy to the boardroom, gracefully performance. To this end, the Board had
1 September 2021 and became a member of the balancing support and challenge. Because such an independent consultant review our board
refreshed People & Governance Committee from a large cohort of directors has come on board effectiveness and gather feedback on each of
this date. at one time, we will seek to stagger terms so us as a contributor. Through this process, we are
2. Member of the Nominations Committee until
that we don’t encounter the same ‘cliff’ of seeking to model the very culture that we seek
1 September 2021.
3. Became a member of the Committee on retirements in the future as we experienced to strengthen in the organisation. We are actively
appointment to the Company on this year. engaged with the Remuneration Committee and
1 September 2021. the Board as a whole in ensuring that there are
Management development clear objectives for the organisation and leaders
and succession so that we both monitor progress and measure
In my first meeting as Board Chair, we began by
outcomes. See page 95 to read more about
exploring what were the most important things
how we as a Board monitor the culture of
we needed to accomplish as a Board. From
the Company.
that discussion, we adopted goals for our work.
One area that stood out was the need for a more
robust process of reviewing management
development and executive succession, a key
responsibility of this Committee. We worked with
our Chief Executive to review the succession
pipeline for many of the key roles in the Paula Rosput Reynolds
Company, to discuss development plans to our Committee Chair

People & Governance Committee report continued
Our Board diversity Diversity policy objectives – progress update

As at 31 March 2022 The People & Governance Committee noted progress against the following Board Diversity Policy
objectives at its March 2022 meeting:
Objectives Progress
Board gender
The Board aspires to meet and ultimately exceed There are currently six female Directors on the
Male 7 the target of 33% of Board and the CEO’s direct Board, resulting in 46% women on the Board.
Female 6 report positions to be held by women. We currently have 33% female direct reports
to the CEO.
The Board aspires to meet and ultimately exceed We currently have two Directors from
the Parker Review target for FTSE 100 boards to a non-white ethnic minority.
have at least one Director from a non-white
Executive and Non-executive Directors ethnic minority by 2021.
Executive 2 The Board aspires to achieve 50% diversity* We currently have 54% diversity on the Board.
Non-executive 11 on the Board.
* Diversity of the Board is defined, in this context, as female and non-white ethnic minorities.
Our Policy determines that:

• all Board appointments and succession plans are made on merit and objective criteria, in the
Board members by nationality context of the skills and experience that are needed for the Board to be effective and to guard
against ‘group think’;
British 6 • we will only engage executive search firms who have signed up to the UK Voluntary Code of
American 7 Conduct on Gender Diversity; and
• we will continue to make key diversity data, both about the Board and our wider employee
population, available in the Annual Report and Accounts.
In the year, the Committee will review the Policy and associated objectives to consider if these remain
appropriate and update as necessary to ensure these remain relevant and stretching. Report on
progress against our objectives (as set out above) will continue to be outlined in the Annual Report
Tenure
and Accounts.
< 3 years 6 Examples of the initiatives to support inclusion and diversity throughout our Company are set
3-6 years 4 out on page 66.
> 6 years 3
Appointments, skills and the talent pipeline
The Board has a wide range of skills and experience and considers this when appointing new
Directors. Skills such as ESG and climate change have been given greater focus in recent years
to reflect the evolving strategy of the Company. The graph to the side provides an overview of the
Board skills and experience breadth of skills and experience currently on the Board. The Committee took account of these,
as well as level of experience required and diversity, when considering appointments in the year.
Engineering The appointments of Ian, Tony, Martha and Anne followed a transparent and thorough process,
3 outlined below.
Energy
6 • Russell Reynold Associates and MWM Consulting were appointed jointly as the search firm for
each appointment made throughout the year. There are no connections between the search firms,
General Management
13 the Company and its individual directors. They reviewed our requirements and developed specific
Technology/Innovation criteria for candidate selection alongside the requirement for broader Non-executive Director
6 characteristic requirements, including deep engineering expertise, transformational experience and
Digital strong credentials in the future of energy and ESG considerations.
2 • Individual role profiles were created and a short list of candidates presented for consideration to
Government/Political the Chair of the People & Governance Committee.
10 • Preferred candidates met with members of the Board, who reported back to the People &
Compliance/Regulation Governance Committee.
10 • Leading candidates were identified and the People & Governance Committee recommended these
Finance/Audit/Banking for approval by the Board.
9
Competitive Market The Committee discussed the talent pipeline regularly, giving focus to ensuring development
9 opportunities also reached further into the organisation and identified those less advanced in their
International careers but with long-term potential. A Future Leaders Programme was highlighted to the Committee
12 and would be built into the regular talent updates. The programme focuses on less senior colleagues,
Safety enabling a wider group of potential future talent to enjoy a structured development programme, using
4 digital tools as well as tailored support.
M&A
12 At senior management level, the Committee approved the appointment of Ben Wilson as Chief
Risk management Strategy & External Affairs Officer, Stephen Woerner as President, New England, and Will Serle, who
12 joined the Company as Chief People & Culture Officer. Phil Swift also joined with the integration of
Cyber WPD as President, WPD. All four individuals joined the Group Executive Committee. Alison Kay,
2 interim Chief Strategy & External Affairs Officer, Andy Doyle, Chief People & Culture Officer; and
ESG Badar Khan, President, US, stepped down in the year.
11
Climate change
6
Audit & Risk Committee report
Role of the Committee Engagement

The work of the Audit & Risk Committee In October 2021, we had a roundtable session
has never been more important: investors, giving Committee members the opportunity to
regulators and other stakeholders require ever engage with key management personnel in the
more informative and reliable reporting, not just UK and US, and this doubled as an induction
of the results and financial position, but of session for Jonathan and Ian, whom I was glad
resilience, risk management and the Company’s to welcome to the Committee. We also held
environmental, social and governance (ESG) a virtual question and answer session with
position and progress. The Committee also members of the US Finance, Risk and Global
oversees and evaluates the Company’s Internal Audit teams in January 2022. We are
approach and controls relating to the looking forward to returning to the US later in
prevention and detection of fraud and bribery, 2022 when I hope to host a similar in-person
including overseeing the effectiveness of session. These were key parts of the wider
whistleblowing mechanisms. stakeholder engagement focus for the Board
which is detailed on pages 96–97.
In September 2021, the Committee’s remit
was expanded to have an increased delegation Transactions
from the Board in relation to risk. We have spent We have performed an active role monitoring the
significant time updating the reporting cadence progress of the various transactions across the
of risk matters, working closely with the Chief Group. We received regular updates relating to
Key actions during the year Risk Officer to support effective oversight the integration of WPD’s financial reporting and
• Increased oversight of risk matters of the Company’s principal, emerging and risk and controls framework into the Group and
• Review of WPD acquisition accounting child risks and associated enterprise risk- we had an informative session with the CEO and
and first annual goodwill impairment test management processes. CFO of WPD in November 2021, who provided
• Additional meetings to consider fraud an overview of the business. We were regularly
and bribery allegations
Review of the year kept up to date on the Company’s strategic
I’m delighted to be writing to you following
• Hosted colleague engagement sessions portfolio transactions, including updates from
my first full financial year as Audit & Risk
specific to the Committee’s remit management in relation to the accounting
Committee Chair.
issues linked to the UK Gas Transmission (NGG)
Composition and During the year, we met four times as part of and NECO sales.
Committee attendance: the standard schedule of Committee meetings.
The Committee is made up of five Thank you
After the virtual world we endured in 2020/21,
independent Non-executive Directors. I would like to thank Committee members,
it was great to be able to meet in person again.
the management team and Deloitte for their
Following the public announcement of the
Committee members Attendance commitment throughout an extremely busy year
federal investigations into allegations of fraud
Liz Hewitt 8/8 and for their contribution, support and integrity
and bribery by former National Grid employees
Thérèse Esperdy 8/8 provided in support of the Committee’s work.
in our US business, the Committee met four
Ian Livingston¹ 3/3 A sincere thank you must go to Doug King, who
extra times in the year to provide oversight of
Amanda Mesler 8/8 has completed his fifth and final statutory audit
the internal investigations. We also endorsed
Jonathan Silver¹ 3/3 for National Grid. He has been a pleasure to
management broadening the scope of its
work with and we are extremely grateful for his
Former Committee members Attendance investigations to receive assurance that the now
constructive challenge and professionalism over
Paul Golby2 1/2 substantiated allegations of fraud and bribery
the past five years.
were isolated incidents and National Grid’s
Committee Chair
1. Ian Livingston and Jonathan Silver joined the Committee controls are appropriate and continue to
effective 1 September 2021. operate effectively to mitigate future instances.
2. Paul Golby was unable to attend the additional Committee
meeting on 6 July 2021 due to a prior commitment and The Committee also received updates on the
stepped down from the Board effective 26 July 2021. successful go-live of the new enterprise resource
planning (ERP) and general ledger system in the
Committee financial experience
The Board is satisfied that the Chair, as a chartered UK and we continued our oversight of ESG
accountant with significant board-level financial and reporting and assurance matters. In particular,
audit experience, is suitably qualified and has recent we have discussed the rapid market and
and relevant financial experience. The Committee regulatory developments in this space and
Liz Hewitt
as a whole is deemed to have competence relevant
management’s strategies to respond to Committee Chair
to the sector in which the Company operates.
these changes.
Fair, balanced and understandable It is vital that the Committee goes the extra
The Committee was satisfied that the Annual Report mile by spending additional time on significant
and Accounts, taken as a whole, is fair, balanced matters that present themselves each year.
and understandable and provides the necessary
information for shareholders to assess the Nonetheless, we must ensure a laser-like focus
Company’s position and performance, business on regulatory and compliance matters within
model and strategy. This was recommended to our remit. We maintain an extensive and detailed
the Board at its meeting in May 2022. agenda focusing on the audit, compliance and
risk processes within the Company, working
Statement of Compliance with the Competition closely with management, the external auditor,
and Markets Authority (CMA) Order Corporate Audit and the Finance and Legal
The Company confirms that it has complied teams. Key matters of business considered
with The Statutory Audit Services for Large
Companies Market Investigation (Mandatory during the year are set out on page 103.
Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014 (Article
7.1), including with respect to the Audit & Risk
Committee’s responsibilities for agreeing the audit
scope and fees and authorising non-audit services.

Audit & Risk Committee report continued
Significant issues/judgements relating to the financial statements

In considering the financial results announcements and the financial results contained in the Annual Report and Accounts, the Committee reviewed the
significant issues and judgements made by management in determining those results.
The significant issues and judgements considered for the year ended 31 March 2022 are set out in the following table.
In addition, the Committee and the external auditor discussed the significant issues addressed by the Committee during the year. You can read more
in the Independent Auditor’s Report on pages 135 – 146.
Matter considered Factors and reasons considered, including financial outcomes
WPD goodwill • In March and May 2022, the Committee reviewed the output of the provisional and then final WPD goodwill and indefinite life
impairment test intangible asset impairment test. The Committee challenged the reasonableness of the duration of the cash flow forecast used
in the test and reviewed the key assumptions, including the cash flows, discount rate and terminal value. The Committee also
received Deloitte’s audit conclusions over both the impairment work and the execution of management’s impairment SOX
controls. The Committee concluded that the judgements taken and estimates made by management were supportable and
should be disclosed as areas of judgement and key sources of estimation uncertainty.
Proposed disposal • During the year, the Committee oversaw the judgements and accounting for the proposed sale of a majority stake in UK Gas
of a majority stake Transmission. In particular, the Committee reviewed management’s judgement on the date the business qualified as held for
in the UK Gas sale and a discontinued operation. Based upon management’s analysis versus the criteria outlined in IFRS 5, the Committee
Transmission
was satisfied the judgement was appropriate.
business
Useful life of gas • Consistent with prior years, the Committee reviewed and concurred with management’s judgement that, notwithstanding the
assets in the context regulatory and legislative commitments to net zero in the jurisdictions that we operate in, there will be a role for our gas
of climate change networks beyond 2050 in a range of possible scenarios and that nothing suggests that our gas asset lives should be
shortened at this point. The Committee also agreed with management that the additional disclosures and sensitivities
previously added to the notes to the financial statements should be retained, along with the disclosures of the matter as a key
judgement and key source of estimation uncertainty.
Application of the • In March 2022, the Committee approved revisions to the Group’s Exceptional Items Framework (Framework) to include
Group’s Exceptional a disclosure section, reflecting the latest guidance and recommendations from the FRC following its October 2021 Thematic
Items Framework Review into Alternative Performance Measures. This update also reflected transactions that had occurred since the previous
update to the Framework in September 2020.
• Throughout the year, the Committee considered papers from management setting out how the Framework had been applied
to certain events and transactions over the period, as set out in Note 5 to the financial statements.
• For each item, the Committee considered the judgements made by management, including challenging when transactions
were concluded as not qualifying for exceptional treatment.
• Based on the reviews performed, the Committee was satisfied the Framework had been correctly applied throughout the year.
Financial reporting
Going concern and viability
The Committee reviewed the Group’s going concern statement, viability statement (as set out on page 153 and pages 33-35 respectively) and the
supporting assessment reports prepared by management. During 2021/22, there has been continued review of the Group’s viability and going concern
with support of the Finance Committee. The financial statements are prepared on a going concern basis such that the Company and the Group have
adequate resources to continue in operation for at least 12 months from the date of signing the consolidated financial statements.
Statutory reporting framework policy
The Board has responsibility for effective management of risk for the Group including determining its risk appetite, identifying key strategic and emerging
risks, and reviewing the risk management and internal control framework. The Committee, in supporting the Board to assess the effectiveness of risk
management and internal control processes, relies on a number of Company-specific internal control mechanisms to support the preparation of the
Annual Report and Accounts and the financial reporting process. This includes both the Board and Committees receiving regular management reports
to include analysis of results, forecasts and comparisons with last year’s results, and assurance from the external auditor.
With the regulatory environment evolving quickly, the Committee is kept fully informed of all new legislation, FRC advice and best practice and the
requirements of the Code and Disclosure and Transparency Rules. During 2021/22, the Committee has been kept up to date with changes to legislation
and regulatory reviews and has had oversight of the potential impacts.
The Committee and Board receive, in advance of the full-year results, a periodic SOX report on management’s opinion on the effectiveness of internal
control over financial reporting. This report concerns the Group-wide programme to comply with the requirements of SOX and is received directly from
the Group SOX and Controls team.
In relation to the financial statements, the Company has specific internal mechanisms that govern the financial reporting process and the preparation
of the Annual Report and Accounts. The Committee oversees that the Company provides accurate, timely financial results and implements accounting
standards and judgements effectively, including in relation to going concern and viability. Our financial processes include a range of system, transactional
and management oversight controls. Our businesses prepare detailed monthly management reports that include analysis of their results, along with
comparisons to relevant budgets, forecasts and the previous year’s results. Monthly business reviews, attended by the Chief Executive and Chief
Financial Officer (CFO), supplement these reports. Each month, the CFO presents a consolidated financial report to the Board.

Key matters considered by the Committee
The key matters considered by the Committee during the course of the year ended 31 March 2022 are set out below:
Matter considered Factors and reasons considered, including financial outcomes
Financial reporting • In addition to the significant issues and judgements highlighted on page 102, the Committee also considered the accounting for
the Company’s disposal of its investment in the St William Homes LLP joint venture, the results of the purchase price acquisition
exercise for the WPD acquisition, the ongoing impact of COVID-19 on our US retail customers’ bad and doubtful debts provision,
the accounting for the Company’s interconnectors subject to cap and floor arrangements, and management’s evaluation of the
IFRS Interpretation Committee’s agenda decisions on cloud computing arrangement costs.
• Monitored and reviewed the integrity of the Group’s financial information and other formal documents relating to its
financial performance, including the appropriateness of accounting policies, use of the going concern assumption and
viability assessment.
• Recommended to the Board management’s key accounting judgements and key sources of estimation uncertainty, including
those related to pension valuations and environmental provisions for the 2021/22 half-year and full-year financial statements and
the filing of other reports with the SEC containing financial information.
ESG reporting • Reviewed management’s proposed strategy for ESG reporting and assurance, and its proposal for implementing an ESG
reporting system to ensure accurate, reliable and timely ESG reporting.
• R
eceived an update on the preparation of the Responsible Business Report and the Company’s fifth TCFD disclosure. This
included reviewing management’s assessment of full compliance with TCFD’s 11 recommendations.
• R
eviewed management’s voluntary disclosures aligned with the EU Taxonomy, including the key judgements taken in preparing
the disclosure. Also, management’s disclosure maps on two leading ESG reporting frameworks: the Global Reporting Initiative
and Sustainability Accounting Standards Board.
• R
ecommended approval of the Responsible Business Report and related publications to the Board, following review of PwC’s
external assurance report.
WPD acquisition • In addition to the WPD accounting matters noted on page 102, in September 2021, the Committee received an update on the
implementation of management’s Financial Position and Prospects Risk Mitigation Plan.
• In November 2021, the WPD CEO and CFO attended the Committee to provide an overview of WPD.
Internal controls • The Committee provided oversight over management’s internal investigation following the federal investigations into allegations
of fraud and bribery by former National Grid employees in our US business. The Committee endorsed management broadening
the scope to confirm the Company’s controls remain appropriate and continue to operate effectively.
• Received regular updates on progress towards the Group’s annual US regulatory attestation.
• In September 2021 and March 2022, the Committee received updates on management’s structured programme of work to
strengthen the maturity of the Group’s risk and controls framework.
• In May 2022, the Group CFO presented a close out update on the implementation of the new ERP and general ledger system
and completion of the roll-out.
Risk and viability • Received regular updates on the actions being taken to manage the risk in line with the Group’s risk appetite.
statement • Received confirmation from each of the businesses and functions that risks are managed appropriately and continue to consider
external influence and matters outside of the Group’s control.
• Monitored the internal control processes and reviewed and challenged the going concern and viability statements, including
testing for reasonable worst-case scenarios.
• Satisfied itself that the Board and management’s risk management processes were functioning effectively and provided
sufficient assurance.
External auditor • Received an update report at each meeting, including updates on the status of, and results from, the annual audit process.
• Considered the external auditor’s report on the 2021/22 half- and full-year results.
• Considered throughout the year the external audit plan, including monitoring the approach, scope and risk assessments
contained within.
• Assessed the effectiveness and independence of Deloitte, as well as continued review and oversight of non-audit services
from Deloitte.
• Continued to hold private meetings with Deloitte and maintained dialogue throughout the year.
• Engaged with Deloitte regularly on the forward planning and succession planning for the lead Audit Partner; this included the
confirmed successor attending a number of Committee meetings during the year.
• Recommended the reappointment of Deloitte as the Company’s external auditor to the Board.
Corporate audit • Received regular updates on the 2021/22 audit plan and the significant findings and approved the audit plan for 2022/23.
• Approved the Corporate Audit Charter which had been updated to reflect best practice and recent corporate
governance developments.
• Engaged with the Global Internal Audit team regularly as part of its role in the internal investigation into fraud and bribery controls.
Compliance, • Reviewed and approved the updated terms of reference for the Committee.
governance and • Received updates on ethics and business conduct, including whistleblowing to support the oversight, management and
disclosure matters mitigation of business conduct issues as part of the controls framework.
• Discussed the whistleblowing procedures in place and confirmed internal procedures remained effective, noting the
communications during the year to employees, including additional communications in relation to fraud and bribery.
• Received bi-annual updates in September 2021 and March 2022 of compliance with external legal requirements and regulations,
including any non-compliance issues and steps being taken to improve compliance across the Group.

Audit & Risk Committee report continued
Risk management and The Committee Chair signed the updated

internal control Corporate Audit Charter in December 2021 Audit quality reports
Risk management following agreement from the Audit & Risk received by the Committee
Risk management is the responsibility of the Committee and Safety & Sustainability
Board and is key to achieving our strategic Committee in November 2021 and December
External auditor Insights Report
priorities. The system of risk management is 2021 respectively. The Committee also received
On an annual basis, the Committee
established by the Board, which sets risk the results of the Internal Quality Assessment
receives a report summarising the
appetite and maintains the system of internal that took place in 2021/22.
financial reporting and/or internal control
controls to manage risk within the Group.
External audit areas that, based on the results of the
The Audit & Risk Committee has delegated most recent audit, Deloitte considers
The Committee is responsible for overseeing
responsibility from the Board for the oversight of management should prioritise during
the relationship with the external auditor. The
the Group’s systems of internal control and risk the year ahead. This year, the report
Committee Chair meets with the external auditor
management. This includes policies, compliance, included management’s responses to
prior to each meeting and outside the meeting
legislation including compliance with SOX and the recommendations, along with an
cycle on a regular basis.
the UK Bribery Act 2010, appropriateness of update on prior year recommendations.
financial disclosures, procedures, business • Deloitte is the external auditor to
conduct and internal audit. As part of the the Company. Management survey
framework across the Group, National Grid’s Management undertook a survey in FY22
• Appointed in 2017 following a formal that sought views from over 100 key
values – ‘do the right thing’, ‘find a better way’
tender process. stakeholders involved in the external
and ‘make it happen’ – continue to communicate
and promote a culture of integrity across the • Reappointed at the 2021 AGM for the audit process across the Company. The
Group. During the year, the Board reviewed the year ended 31 March 2022. questions comprised of the following areas:
principal risks facing the Group (as set out on
• The Committee was authorised by • The external auditor’s performance;
pages 28 – 32). The Committee provided
shareholders to set Deloitte’s remuneration key performance indicators included:
oversight and reviewed the risk management
at the 2021 AGM. – planning and scope;
process to ensure that processes are in place
– robustness of the audit process;
to manage risk appropriately. • Current lead Audit Partner is Doug King – independence and objectivity;
Internal control and risk and 2021/22 was the fifth and final year – quality of delivery;
management effectiveness of his term. – quality of people and service; and
We continually monitor the effectiveness of our Chris Thomas has been selected as Doug King’s – understanding of the Company.
internal control and risk management processes successor and will oversee the statutory audit for ational Grid’s commitment to
• N
to make sure they continue to be effective, 2022/23. The Committee has spent significant the audit.
robust and remain fit for purpose. Controls are time with both Doug and Chris during 2021/22
in place to reduce either the likelihood or impact to make sure the succession is seamless; this Management, the external auditor,
of any risk once it has occurred. Following included Chris attending a number of Committee and the Committee discussed the results
the review over the year the Committee meetings in the year alongside Doug. of the survey, which showed that the
recommended to the Board that the external auditor’s score had remained
processes had the correct authority, expertise Following consideration of the auditor’s consistent with the prior year. Deloitte
and independence and provided sufficient independence and objectivity, the audit agreed to put in place an action plan
assurance to the Company. quality and the auditor’s performance, the for areas of improvement.
Committee was satisfied with the effectiveness,
This review includes financial, operational independence and objectivity of Deloitte and
and compliance controls. The Committee also recommended to the Board its reappointment In March 2022, the Committee received the
monitors and addresses any business conduct for the year ended 31 March 2023. FRC’s Audit Quality Review Inspection Report of
issues or compliance issues. The Certificate Deloitte for the audit of the Company’s financial
of Assurance (CoA) process operates via A resolution to reappoint Deloitte and give statements for 2020/21. The Committee noted
a cascade system and takes place annually authority to the Committee to determine its there were no key findings from the review and
in support of the Company’s full-year results. remuneration will be submitted to shareholders three areas of good practice highlighted by
at the 2022 AGM. In accordance with the CMA the FRC.
The Company has a Chief Risk Officer who leads Order Article 4, the Committee believes that
on the Group’s risk management processes. a competitive tender no later than 2026 is in The Committee also regularly engages and
Corporate Audit also supports the Group’s risk the best interests of the Company given the receives the views of senior management
management and internal control processes. independence, objectivity and performance of and members of the Finance team in forming
They maintain an independent and objective Deloitte to date and to ensure the appropriate conclusions on auditor effectiveness.
approach to evaluate and enhance process time and planning required to execute
developments. The Global Head of Audit Meetings are held around each scheduled
a comprehensive tender process. This approach
appointment is a matter reserved for the Committee meeting between Committee
is in line with current regulation that requires
Committee and has responsibility for the internal members and the external auditor, without
a tender every 10 years.
audit function, attends all Committee meetings management being present to encourage open
and has access to the Committee Chair Effectiveness, quality and performance and transparent feedback. This additional time
as necessary. As part of the Committee’s responsibilities, outside of the formal meeting environment helps
consideration is regularly given to the us to monitor the independence, quality and
At each of the Committee’s meetings, progress effectiveness of the external auditor to verify effectiveness of the external audit functions.
of the internal audit process is reviewed including that the quality, challenge and output of the
significant outstanding actions. The Committee During the year, the Committee:
external audit process is sufficient. Throughout
also has regular private meetings with the Global the year the Committee also looks at the quality • reviewed the quality of audit planning, including
Head of Audit. The Committee notes timelines of the auditor’s reports and considers its approach, scope, progress and level of fees;
and where actions are overdue, challenges response to accounting, financial control and
these. Corporate Audit is responsible for audit issues as they arise. To maintain high • reviewed the outcome of recommendations
developing the audit plan including engaging in levels of quality the Committee reviews and from the Deloitte Insights Report;
major change programmes across the business. challenges, where appropriate, the external
audit plan prior to approval.

• held private meetings with Deloitte without Management presents a list of all non-audit
management present; work requests to the Committee to ensure the
Committee is monitoring all non-audit services
• held meetings with the UK Partner and
provided. Non-audit service approvals during
US Partner;
2021/22 principally related to comfort letters
• confirmed that the Deloitte external audit for debt issuances and refreshes of debt
process had been delivered effectively; and issuance programmes.
• met with, and approved the appointment of, External auditor fees
and transition plan for, Chris Thomas, the new The amounts payable to the external auditor,
lead Audit Partner who will take over for the Deloitte, in the past two years were:
2022/23 audit year.
Statutory auditor’s fees (£m)
Auditor independence and objectivity
The independence of the external auditor is
2021/22 18.9 1.0 19.9
essential to the provision of an objective opinion
on the true and fair view presented in the 2020/21 17.0 2.8 19.8
financial statements. 2019/20 16.9 1.1 18.0
The Committee considered the safeguards Audit services Non-audit services
in place, including the annual review by
Corporate Audit, to assess the external auditor’s
independence. The external auditor reported
to the Committee in May 2022 that it had 1.0
considered its independence in relation to the
audit and confirmed that it complies with UK
regulatory and professional requirements, SEC 2021/22
regulations and Public Company Accounting
Oversight Board (PCAOB) standards and that
its objectivity is not compromised. The
Committee took this into account when 18.9
considering the external auditor’s independence
and concluded that Deloitte continued to be
independent for the purposes of the external Total billed non-audit services provided by
audit and confirmed that this recommendation Deloitte during the year ended 31 March 2022
was free from third-party influence and restrictive were £1.0 million, representing 5% of total audit
contractual clauses. and non-audit fees. In 2020/21, non-audit
services totalled £2.8 million (14% of total audit
Non-audit services and non-audit fees).
In line with the FRC’s Ethical Standard and to
maintain the external auditor’s objectivity and Further information on the fees paid to Deloitte
independence, we have a policy governing for audit, audit-related and other services is
Deloitte’s provision of non-audit services. provided in Note 4 to the financial statements
on page 162.
The cap on the total fees that may be paid to
the external auditor for non-audit services in Total audit and audit-related fees include the
any given year is 70% of the average audit fees statutory fee and fees paid to Deloitte for other
paid in the last three financial years. services that the external auditor is required to
perform, such as regulatory audits and SOX
The provision of any non-audit service by the attestation. Non-audit fees represent all
external auditor requires prior approval. A subset non-statutory services provided by Deloitte.
of services where, due to their nature, we believe
there is no threat to the auditor’s independence
or objectivity qualify as pre-approved. These
services must have a value under £250,000
(increased by Committee approval during the
year from £50,000) and be reviewed in advance
by the CFO. These services are limited to:
• audit, review or attest services. These are
services that generally only the external
auditor can provide, in connection with
statutory and regulatory filings. They include
comfort letters, statutory audits, attest
services, consents and assistance with
review of filing documents; and
• other areas, such as provision of access
to technical publications.

Safety & Sustainability Committee report
and growing societal expectations, the Committee in January 2022 following the completion of the
welcomed new members. We thus have investigation. Lessons learnt have already been
a refreshed composition, providing significant communicated throughout the organisation
experience across engineering, safety, and and will influence our practices going forward.
process-focused industries as well as in-depth
Throughout the year, several significant storms
knowledge of the energy transition, climate
in the UK and the US highlighted that we have
change and stewardship of environmental and
to redouble our preparedness. The storms saw
sustainability matters.
large swathes of customers disconnected from
Despite the widening of our remit, we have not power for, in some cases, significant periods
lost sight of the health considerations we have of time. Our people worked tirelessly to restore
customarily monitored. We saw continuing service to every last disconnection safely and
COVID-19 impacts being felt in both the UK and securely. The emergence of extreme weather has
US through most of the year. Towards the end of potential impacts on our assets and our workforce.
the fiscal year, we monitored the gradual and safe We will continue to provide oversight of the
return to the workplace for those who have been Company’s efforts to adapt to extreme weather
working from home. It is appropriate to recognise and to ensure our safety processes are robust and
everyone’s perseverance and forbearance resilient to withstand whatever may come our way.
throughout the last two years. In particular,
the contributions of our front-line workers, Sustainability
who continued to work in the field through the The second priority of this Committee is
Key decisions during the year sustainability. In line with the Committee’s
• Approved the year-end sustainability pandemic, were exemplary. They have done
a marvellous job designing, implementing and expanded remit, we considered the Company’s
disclosures
complying with numerous protocols to keep TCFD strategy through the year and are pleased
• Approved the Company’s environmental
themselves healthy and thus protecting our to report that the Company has fully aligned its
sustainability strategy
customers as well. Our numbers of sickness within disclosures with the TCFD Recommended
• Approved the Committee’s revised remit
the workforce were low and productivity was Disclosures. See pages 70 – 83 for further
as the Safety & Sustainability Committee
maintained throughout. Nevertheless, the information. Whilst the Audit & Risk Committee
• Approved the FY22 Audit Plan in respect
prolonged pandemic took an emotional toll on the focuses on the financial aspect of TCFD, we
of safety and sustainability matters
entire organisation and the Committee has been spent time considering the climate scenario
Composition and briefed on the strengthening of the support the analysis and the Company’s wider climate
Committee attendance: Company offers through various employee strategy and commitments. We also received,
The Committee is made up of four assistance programmes. for the first time this year, the Company’s Climate
independent Non-executive Directors. Transition Plan for review. At the 2021 AGM,
Safety, wellbeing and shareholders approved our first ever climate
Committee members Attendance asset protection resolution, outlining our targets for net zero and
Earl Shipp 6/6 Safety is always our number one priority. We our commitment to bring the Company’s climate
Anne Robinson1 2/2 monitored both process and personal safety at transition plan to a vote at the 2022 AGM.
Tony Wood2 4/4 every meeting and requested ‘deep dives’ into This plan will provide the opportunity to review
selected events where we felt our independent our metrics and data in this area.
Martha Wyrsch2 4/4
oversight would be of value. Whilst we have
Former Committee members Attendance We also continued to review the Company’s
continued strong progress on our leading safety
Mark Williamson3 2/2 wider sustainability strategy and performance.
indicators, our lagging (LTIFR) safety performance
Liz Hewitt2 2/2 National Grid’s Responsible Business
has been challenging to sustain through the
Amanda Mesler2 2/2 Report provides additional insights into our
pandemic. This is a key area of focus and one
Paul Golby4 1/1 organisational aims and ambitions, and our
that we will continue to track as a Committee.
performance against our net zero targets and
The integration of WPD also progressed
Committee Chair wider sustainability strategy. We convened
throughout the year and we familiarised ourselves
1. Anne Robinson was appointed to the Committee an ad-hoc Committee meeting in March 2022
effective 19 January 2022. with WPD’s measurement programme and how it
to specifically consider our external reporting
2. Tony Wood and Martha Wyrsch were appointed would be aligned with National Grid’s. In January
obligations in relation to sustainability and
to the Committee and Amanda Mesler and 2022, Phil Swift, President of WPD, provided us
reviewed and commented on the initial drafts of
Liz Hewitt stepped down from the Committee with an overview of the safety management of
effective 1 September 2021. these. We also brought the entire Board together
WPD, including lessons learnt that were being
3. Mark Williamson joined the Committee effective for a separate session to undertake a thorough
shared between National Grid and WPD. Overall,
1 September 2021 and stepped down from the review of the aims, ambitions and measures to
we are mindful of the amount of organisational
Board effective 31 December 2021. ensure that these commitments are embedded
4. Paul Golby stepped down from the Board
change ongoing. Given this backdrop, we have
in the Board’s stewardship.
effective 26 July 2021. reviewed safety performance and progress; we
will continue to challenge the organisation to keep Looking forward
its strong safety focus. You can see some of our As we navigate these changing and challenging
Review of the year key safety results at page 27. times, we will continue to ensure we are having
I’m pleased to present to you my first report as the right discussions and challenging the progress
Chair of the Safety & Sustainability Committee. In September 2021, there was a fire at one of
and pace at which we are moving. It is sure to be
After a review undertaken earlier in 2021, we our interconnectors at Sellindge, where we own
another busy year and I look forward to providing
refreshed our remit. In addition to health and and operate HVDC facilities across the English
you with a further update on our progress.
safety, we agreed to increase monitoring of Channel. We are grateful that no one was injured
sustainability-related issues including external in this incident, in part due to the excellent training
climate-related disclosure requirements. You’ll and quick thinking of our operators on duty at the
note our new name, the Safety & Sustainability time. The damage to the facility and the potential
Committee, with effect from 1 September 2021. risk to human life were thoroughly reviewed by the
Committee; we convened an additional meeting
To ensure we are well positioned to advise the in December 2021 to receive a report from the Earl Shipp
Board on these wider strategic considerations, Group Chief Engineer on the status of the Committee Chair
given the rapidly changing external environment investigation and a further update was provided

Finance Committee report
Review of the year Insurance

This year we met on four scheduled occasions The fire at one of our interconnectors at
to undertake our responsibility as a Committee Sellindge pushed significant focus on insurance
of monitoring the financial risk of the Group, for the Committee and has had an impact on the
focusing on the key areas within our remit: Company’s approach to renewals for 2022/23,
Treasury, Tax, Pensions and Insurance. whilst market conditions have continued to
harden. The Head of Insurance has spent
Despite continued challenges presented by the
significant time with the Committee providing
pandemic, we engaged directly with a number
updates on the claims process whilst I’ve
of the finance professionals in the Company.
worked with my fellow Committee Chairs on
Jonathan Silver and I met with a cross-section
implications of safety and accounting.
of members in the Treasury, Tax, Pensions and
Financial Planning teams in Massachusetts. Tax
As most organisations are now back in offices, Following President Biden’s election, we’ve
we will continue to arrange separate stayed abreast of the US congressional tax
engagement sessions. proposals and potential impacts on the Group.
In November 2021, we invited KPMG to update
Transactions us on the key expected outcomes but indeed,
It has been vital to continue our focus on the
at the time of writing, congressional action is still
Group’s financing strategy, which is supporting
a moving target.
the portfolio repositioning of the Group. We
Key decisions during the year
received regular updates during 2021/22 on In the UK, with the increase in the minimum
• Approved the Group’s financial risk appetite,
the progress of the ongoing transactions. As statutory rate, we have reviewed the changes
aligning this with the Board’s refreshed risk
a Committee we’ve been particularly interested that arise in the current year deferred taxes
appetite framework
to hear about the progress of WPD colleague and the exceptional charge to remeasure the
• Reviewed the pension arrangements linked
integration into key departments such as opening deferred tax liabilities going forward.
to the Group’s key transactions and approval
Treasury, Tax, Pensions and Insurance; I’m
of the Group pension strategy
pleased to report the integration continues to Pensions
• Considered the structure of the sale of the In the UK, pension investments are managed
progress well.
equity interest in the St William Homes LLP by independent Trustees. However, it is the
joint venture to The Berkeley Group plc We’ve monitored progress of the sale of Committee’s duty to ensure funding is adequate
• Approved forecast expenditure for 2022/23 a majority stake in UK Gas Transmission to meet obligations. As the funding positions of
insurance renewals throughout the year, including a review of the the various defined benefit schemes improve,
engagement with credit rating agencies and of it allows the Trustees to reduce investment risk
Composition and the UK Gas Transmission derivative book ahead to everyone’s benefit. This year, we oversaw the
Committee attendance: of the launch of the sale process. We have also transfer of WPD’s pension arrangements to
The Committee is made up of three
continued to monitor progress on the sale of National Grid and Trustee appointments will be
independent Non-executive Directors and
NECO to PPL. refreshed in 2022/23. During the year, we invited
two Executive Directors.
Mercer to provide external expertise to the
Financial risk appetite Committee on the UK pension landscape. We
Committee members Attendance During the year, the Committee reviewed the
also received detail on the Pension Schemes Act
Thérèse Esperdy 4/4 Group’s financial risk appetite and took the
2021 and the potential implications this had on
Jonathan Dawson 4/4 opportunity to evaluate how financial risk was
the Group.
Liz Hewitt2 2/2 managed in line with the Board’s refreshed risk
Andy Agg 4/4 appetite framework. In the US, pension investments are overseen
John Pettigrew 4/4 by an internal fiduciary committee comprising
Treasury senior leaders with appropriate levels of financial
Former Committee members Attendance
It has been another busy year for the Company experience. Over the course of the year, we
Mark Williamson 1
1/1
in terms of bond issuances. I’m delighted that have worked to ensure the transition of pension
Jonathan Silver2 2/2 National Grid continues to attract strong investor and other retiree benefits of our Rhode Island
demand in the market at both holding and colleagues as they move across to PPL. There
Committee Chair
1. Mark Williamson stepped down from the Board operating company levels. The issuances we’ve has also been further de-risking of our pension
effective 31 December 2021. seen have typically had large orderbooks and and retiree welfare investments in light of the
2. Liz Hewitt joined the Committee and Jonathan tight spreads. We continue to contribute to the improvement to funding positions in recent years.
Silver stepped down from the Committee effective Group’s Green Financing commitments and in
1 September 2021. August 2021 National Grid plc issued a dual Looking forward
tranche €1.5 billion bond across 7 years and Given the impact of geopolitical events on
12 years; the 7-year tranche was issued in energy markets and inflation in the broad
a green format. economy, we continue to monitor the Group’s
risk appetite. We regularly review stress tests
In March 2022, we received a presentation from
and seek to bring our expertise from other
one of our core global banking partners that
sectors of the economy to foster a holistic
provided a macro market update and included
view of financial markets.
key updates on the external view of National
Grid’s bond issuances and impacts of the
conflict in Ukraine and retail energy crisis.
Throughout the year, we monitored the actions
of the credit rating agencies. As noted above,
we still have significant transactional activity
ongoing and hence closely monitor our gearing, Thérèse Esperdy
which will be reduced as asset proceeds are Committee Chair
used to restore ratings headroom.

Directors’ Remuneration report
Dear shareholders, To do this, we set out to answer several

This is my first letter since becoming Chair key questions:
in January 2022. Firstly, I would like to thank my
• What are the right performance measures
predecessor Jonathan Dawson for his strong
that clearly link the Company’s performance
stewardship of the Remuneration Committee
and long-term strategy to value creation?
over the last nine years and all his help in
ensuring a smooth transition of the Chair. • How can we better reflect the strategic
importance of the Company’s net zero
This year has presented a full agenda for the
strategy in remuneration?
Board and Remuneration Committee. An
ambitious business plan to deliver against • How can we create flexibility given the
the backdrop of an increasingly dynamic and increasingly dynamic external context?
demanding external context presented several
Over the last several months, the Committee
important considerations for remuneration,
and I have valued the engagement and
particularly in the context of the new
collaboration of many of our major shareholders.
Remuneration Policy.
The key elements of our new Remuneration
With the COVID-19 crisis a persistent and Policy are summarised on page 113 and details
dominant theme at the start of the year, are available on pages 124 − 128. Our
the Company maintained its position of Remuneration Policy proposal will be subject
no employees furloughed, no compulsory to a binding vote at the 2022 AGM.
Key activities during the year redundancies, and no pay reductions.
Our Directors’ Remuneration 2021/22 report
• Development of 2022 Directors’ In November 2021, the world turned its attention is structured to cover three key areas:
Remuneration Policy to COP26 and the necessity and urgency of
1) Remuneration at a glance
• Stakeholder consultation a net zero future for all intensified – further
• Incorporation of portfolio transactions underscoring the importance of the Company’s 2) 2021/22 implementation report
into remuneration Climate Transition Plan and net zero strategy,
• New members and transition of a key area we focused on in our Directors’ 3) 2022 Directors’ Remuneration Policy and
the Committee Remuneration Policy review this year. implementation
The Committee is made up of four In the final months of the financial year, the Performance and remuneration
independent Non-executive Directors effects of higher gas prices, exacerbated by the outcomes during the year
tragic world events in Ukraine, presented serious Salary, pension and benefits
Composition and Committee affordability challenges for both consumers and Our review of Executive Directors’ salaries
businesses. The recent announcement of the this year considered external market factors
attendance:
early return of £200 million of interconnector alongside wider workforce pay increases. The
Committee members Attendance Committee has awarded salary increases
revenue to UK consumers over the next two
Ian Livingston1 4/4 of 3.75% to John Pettigrew and 6.5% to Andy
years and a plan to deliver £400 million of
Martha Wyrsch2 3/4 sustainable cost efficiencies per annum by 2024, Agg, both effective 1 July 2022. These changes
Jonathan Dawson 7/7 with £140 million delivered to-date, demonstrate are compared to an average increase of 4%
Amanda Mesler 4/4 the Company’s commitment to doing its part to across the UK wider workforce.
Former Committee members Attendance support and enable a more affordable energy Our previous Directors’ Remuneration Report
Mark Williamson3 5/5 future for consumers. (DRR) disclosed a three year plan to bring Andy
Earl Shipp2 2/3
Despite these challenges, the Company Agg’s base salary to a level broadly equal to the
Jonathan Silver2 3/3 market median for his role. Andy’s increase this
delivered strong operational performance this
year, reflecting substantial investment and year is the last installment to align his base pay.
Committee Chair
1. Ian Livingston joined the Committee effective a focus on delivering a clean, fair, and affordable As set out in our DRR last year, we acknowledged
1 August 2021 and became Committee Chair energy future. expectations from our shareholders to align
effective 1 January 2022.
2. Martha Wyrsch was appointed to the Committee In March 2021, the Company announced the Executive Directors’ pension contribution rates
and Earl Shipp and Jonathan Silver stepped down acquisition of WPD, the UK’s largest electricity with the majority of the UK wider workforce and
from the Committee effective 1 September 2021. distribution business, and the sale of our US have set out an approach to progressively do so.
3. Mark Williamson stepped down from the Board Rhode Island business. In March 2022, the To that end, the pension allowances of John
effective 31 December 2021. Company announced the sale of a 60% equity Pettigrew and Andy Agg were reduced to 12%
stake in the UK Gas Transmission business. of salary as of 1 April 2022, in line with pension
These transactions are a significant evolution contribution levels in the UK wider workforce,
of the Group’s strategy and a major pivot representing a material reduction in their fixed
towards electricity. The impact of the portfolio remuneration levels.
changes on financial results and performance Annual Performance Plan (APP)
outturns for the year are shown in greater detail The APP for 2021/22 was based on financial
in the implementation section of our performance measures (60%), operational
remuneration report. measures (20%) and individual objectives (20%)
This year also presented the opportunity to that reflect key business and operational
review our Directors’ Remuneration Policy performance goals.
(last approved in 2019) and examine how it
might evolve. As we undertook this review, we
sought to ensure that the best interests of all
of our stakeholders today and over the next few
years are properly addressed.

Financial performance (60%) Long-Term Performance Plan (LTPP) Our 2022 Policy renewal
The Company has again had a successful year, The measurement period of the 2019 LTPP During the year, the Committee conducted
delivering strong financial results while investing ended on 31 March 2022 and consisted of two a review of the Executive Directors’
in the net zero energy transition. In parallel, we measures – Group Value Growth and Group Remuneration Policy, considering:
saw the solid execution of a complex set of RoE. As discussed in last year’s report, the
portfolio transactions to integrate WPD, progress weighting of performance measures for the 1) alignment to our business strategy and wider
on the agreement to sell the US Rhode Island 2019 LTPP is one third Group RoE and two stakeholders (incentive measures and
business, and the sale of a majority stake in the thirds Group Value Growth. target-setting);
UK Gas Transmission business. 2) alignment to our talent strategy (quantum and
The formulaic vesting outcome of the 2019
Formulaic outturns from the financial portion of LTPP was 74.22% of the maximum. The market practice); and
the APP were 89.0% of the maximum based on Committee reviewed whether there were any 3) corporate governance requirements.
achievement of 78.0% of maximum for Group factors which might cause it to reduce
Underlying EPS and 100% of maximum for the vesting levels and concluded after careful Having discussed these proposals with
Group RoE. APP outcomes are determined consideration that the vesting levels fairly a number of our shareholders and governance
by financial results, with technical adjustments reflected business performance and shareholder bodies, the Committee proposes to make the
to targets including currency adjustments, experience over the performance period. following key changes to the Remuneration
unbudgeted pension costs and scrip dividend Policy, subject to their approval by shareholders
As communicated in our DRR last year, we took at the 2022 AGM.
dilution, all in line with past practice.
the decision, given the timing and complexity
Operational performance (20%) of the portfolio transactions, to disclose the Financial and operational performance
The Committee allocated 10% of the operational performance targets for the 2021 LTPP in this measures:
portion of the 2021/22 APP to ensure strong year’s report. Note the 2021 LTPP award reverts • Retain Group RoE in both the APP and LTPP
execution of the portfolio transactions and a focus to equal weighting of Group RoE and Group to ensure the efficiency of annual operational
on value delivery for shareholders. Over the year, Value Growth performance measures. More delivery and the quality and sustainability of
we announced the sale of a 60% equity stake in details are set out on page 117. long-term shareholder value creation.
the UK Gas Transmission business, effectively
Single figure and shareholding • Replace Group Value Growth in our LTPP with
managed regulatory and legal processes, and
The 2021/22 total remuneration single figures a three-year cumulative Underlying EPS
demonstrated solid progress on the initial
for John Pettigrew and Andy Agg are £6.5 million measure. We believe a more recognised and
integration of WPD into the Group. In this context,
and £3.5 million respectively. These outcomes commonly used measure will simplify
the Committee has set the performance outturn
reflect strong, consistent short-term annual remuneration and enhance transparency
for the transactions at 10 out of 12 which is
performance delivery in 2021/22 and longer-term for both shareholders and employees, and
83.33% of the maximum.
value creation. The 2019 LTPP outcome makes create strong alignment to the Company’s
ESG measures make up the remaining 10% up nearly £4 million of the overall single figure for investor proposition.
of the operational portion of the 2021/22 APP. John Pettigrew and nearly £2 million for Andy
• Retain an in-year earnings measure – i.e.
These measures reflect quantifiable Agg. The value of the 2019 LTPP award is driven
Underlying EPS in our APP to ensure we
environmental emissions and diversity targets by the material share price growth of over 30%
continue to incentivise and reward strong
aligned to key commitments set out in our RBC. over the three-year performance period which in
operational delivery.
The outturn for the ESG portion of the APP addition to dividends resulted in a total
was 6 out of 8 which equates to 75% of the shareholder return (TSR) of 52%. These Whilst we recognise our short-term (APP) and
maximum, reflecting solid delivery of SF6, CO2 outcomes also reflect the heavy weighting on long-term (LTPP) financial measures are similar,
and methane emission reductions, and progress long-term share-based pay in our we believe these are the right measures to
on DEI goals. reward structure. support delivery of the business strategy and
the resultant creation of shareholder value.
Individual objectives (20%) In last year’s DRR, we set out an intent to review
Performance against individual objectives our post-employment shareholding requirement. The combination of annual and long-term
resulted in outturns of 80% and 85% of As part of our Policy review, the Committee earnings and returns measures act together
the maximum for John Pettigrew and has concluded no changes are required. to incentivise strong operational delivery in-year,
Andy Agg respectively. This decision considers an in-employment together with long-term sustainable growth.
shareholding requirement (CEO: 500% of salary As such, financial measures have been designed
Taking all the elements of performance together,
and other Executive Directors: 400% of salary) to incentivise different elements of performance
the overall APP awards to the Executive
which is at the top end of market practice, and in the short-term (APP) and the long-term
Directors on the Board on 31 March 2022 were
a post-employment shareholding requirement (LTPP). See pages 129 − 130 for a further
85.2% of the maximum for John Pettigrew and
(200% of salary), which is in line with market overview of our financial performance measures
86.2% of the maximum for Andy Agg.
practice. The Committee felt strongly it would for 2022/23.
The details of the 2021/22 APP are further be in the interest of shareholders to preserve the
Environmental, Social and Governance
outlined on pages 114 − 116. Executive Directors’ shareholding requirements
Our 2022 Policy expands the focus of ESG and
levels to ensure strong alignment with the
In reaching its overall decisions on the APP, the incorporates further measures aligned to targets
shareholder experience.
Committee considered the strong performance set out in our RBC.
and delivery throughout the year across financial,
• Broaden and simplify ESG measures in the
operational, and individual objectives and
APP to reflect key elements of our responsible
determined no discretion was required to the
business strategy – customers, colleagues
APP formulaic outcome.
and DEI.
• Introduce net zero transition measures
aligned to:
i) q
uantitative reductions in our Scope 1
emissions; and
ii) the enablement of the net zero transition.

Directors’ Remuneration report continued
Finally, we recognise the value of some flexibility Details of Nicola Shaw’s remuneration in relation
in the Policy to better adapt to business and to the period 1 April 2021 to 26 July 2021
market changes. As such, our new Policy (qualifying service as an Executive Director) and
provides greater flexibility to: 27 July 2021 to 31 March 2022, are presented
in the Single Total Figure of Remuneration table
• enable the Committee to set appropriate
on page 114. All payments are in accordance
financial, strategic, and ESG measures
with her service agreement, the Directors’
and weightings in respect of each APP/
Remuneration Policy and in line with our June
LTPP award; and
2021 Corporate Governance disclosure.
• provide for the possibility of a one-year
Conclusion
additional maximum incentive level of up
On behalf of the Committee, I would like to thank
to 50%, to be used only in exceptional
shareholders for their input and engagement this
circumstances (e.g. recruitment).
year. We continue to aim to maintain an open
No material changes would be made to dialogue on remuneration matters and welcome
performance measures without prior consultation your further comments and feedback. We
with major shareholders. respectfully ask for your support at the
forthcoming AGM.
Other matters
When taking remuneration decisions in relation
to Executive Directors, the Committee takes into
consideration remuneration data across the
industry (through market benchmarking) and our
wider workforce (e.g. CEO pay ratio, gender and Lord Ian Livingston
ethnic pay gap data, and colleagues’ views on Committee Chair
executive pay) to ensure decisions are fair,
equitable, and aligned to performance in line
with the Company’s values.
Fair and equitable reward is at the heart of
National Grid’s values. Within the UK, National
Grid continues to be an accredited real living
wage employer by the Living Wage Foundation.
Our UK mean gender base pay gap of -1.6%
(median of 2.4%) has shown a strong trend
since 2018 in closing the pay gap between
genders working in comparable roles. Across
the US, our mean gender base pay gap
continues to improve from 13.5% in 2021 to
12.6% this year. Additional gender and ethnic
pay gap data is reported in our Responsible
Business Report (RBR).
Payment to past Directors
Nicola Shaw stood down from the Board on
26 July 2021 and stayed with the Company
until after the conclusion of the RIIO-T2 CMA
appeal process and continued as Chair of the
Company’s subsidiaries, National Grid Electricity
Transmission plc and National Grid Gas plc.
She was deemed to be a good leaver given
her overall long-term strong performance and
contribution to the business. She remained in
active employment until 31 October 2021, after
which she was not eligible for 2021/22 APP
and received salary and benefits until her final
employment date of 30 April 2022, as per the
terms of her contract. Her APP was pro-rated
for her period of active employment for 2021/22.
Her 2019 LTPP will vest at the normal vesting
date in July 2022, subject to performance
conditions and is pro-rated for time served
to the final employment date of 30 April 2022,
in accordance with the plan rules.

Remuneration at a glance – 2021/22
Our ‘At a glance’ highlights the performance and remuneration outcomes for our Executive Directors for the year ended 31 March 2022.
Further detail is provided in the Statement of implementation of Remuneration Policy in 2021/22.
Policy summary (adopted 2019) Outcomes for 2021/22

Salary Target mid-market salary levels against: • John Pettigrew’s salary increased by 2.3% to £1,053,000 as of 1 July 2021 in
• FTSE 11 − 40 for UK-based Executive Directors line with wider workforce increases
• US general industry and US energy services • Andy Agg’s salary increased by 6.5% to £675,000 as of 1 July 2021 reflecting
companies with similar revenue for US-based a previously communicated progressive increase to continue to align his
Executive Directors salary with the market rate for his role
Pension and Provide market competitive reward to assist in the • John Pettigrew’s cash allowance was 23.4% of salary for 2021/22 (compared
benefits attraction and retention of talent: with 26.7% in 2020/21); reducing to 12% on 1 April 2022
• Eligible to participate in defined contribution plan • Andy Agg’s cash allowance was 20% of salary for 2021/22; reducing to 12%
(or defined benefit if already a member). on 1 April 2022
• From April 2022, all UK Executive Directors’ • Other benefits remain unchanged
pension contributions are 12% of base salary in
line with levels across the UK-based workforce.
Annual Incentivise and reward achievement of annual 2021/22 Annual Performance Plan
Performance financial, operational, and individual performance:
Plan • Maximum opportunity is 125% of salary Performance measures (% weighting)
• 50% paid in cash
• 50% paid in shares which must be retained for Financial (60%) 89.00%
at least two years or until the shareholding Operational (20%) 79.17%
requirement is met, if later
• Subject to both malus and clawback Individual – John Pettigrew (20%) 80.00%
Individual – Andy Agg (20%) 85.00%
APP outcome
% of Maximum Actual (£’000s) Maximum (£’000s)
John Pettigrew 85.2% £1,116 £1,309
Andy Agg 86.2% £717 £831
Long-Term Incentivise long-term business performance and 2019 Long-Term Performance Plan
Performance align reward to our strategy:
Plan • Maximum award level is 350% of salary for Performance measures (% weighting)
CEO and 300% for other Executive Directors
• Vesting is subject to long-term performance Group Value Growth (66.67%) 100.00%
conditions Group RoE (33.33%) 22.67%
• Shares which must be retained for at least two
years following vesting or until the shareholding
requirement is met, if later LTPP outcome
• Subject to both malus and clawback % of Maximum Actual (£’000s) Maximum (£’000s)
John Pettigrew 74.22% £3,997 £5,386
Andy Agg 74.22% £1,980 £2,668
Shareholding Create strong alignment with shareholder

requirements experience: John Pettigrew 1,097% 838% 455%
• 500% of salary for CEO Andy Agg 353% 704% 355%
• 400% of salary for other Executive Directors
• Post-employment shareholding requirement 0% 500% 1,000% 1,500% 2,000% 2,500%
of 200% of salary for two years Shareholding requirement Unvested subject to

1. Represents beneficially owned shares as well as shares performance2
held in trust as part of the APP deferred share awards. Shares counting towards Shares subject to
2. Represents the 2020 and 2021 LTTP awards subject shareholding requirement1 continued employment3
to ongoing performance.
3. Represents LTTP shares subject to holding period plus Andy Agg is expected to meet his shareholding requirement next year.
shares held as part of the Sharesave scheme, if any.
Note As noted in the Chair letter (payment to past Directors), Nicola Shaw stood down from her role as Executive Director on 26 July 2021. She remained in active employment until
31 October 2021, after which she was not eligible for 2021/22 APP and received salary and benefits until her final employment date of 30 April 2022 as per the terms of her
contract. Details of Nicola’s remuneration in relation to the period 1 April 2021 to 26 July 2021 (qualifying service as an Executive Director) and 27 July 2021 to 31 March 2022, are
presented in the Single Total Figure of Remuneration table on page 114.

Directors’ Remuneration Report continued
Remuneration at a glance – 2021/22 continued
Single total figure of remuneration for 2021/22

A comparison of the 2021/22 single total figure of remuneration, with the maximum remuneration if variable pay had vested in full, is set out below.
John Pettigrew (in £’000s) Andy Agg (in £’000s)
Minimum 1,398 Minimum 820
On target 4,796 On target 2,732
Maximum 8,199 Maximum 4,644
Single figure 2021/22 6,506 Single figure 2021/22 3,517

Single figure 2020/21 5,367 Single figure 2020/21 2,204
0 2,000 4,000 6,000 8,000 10,000 0 2,000 4,000 6,000 8,000 10,000
Fixed pay APP LTPP Share price growth Fixed pay APP LTPP Share price growth
Notes: Maximum total figure of remuneration for 2020/21 for John Pettigrew was £6.557 million and £2.625 million for Andy Agg.
The 2021/22 single total figures of remuneration for John Pettigrew and Andy Agg are £6.506 million and £3.517 million respectively. These outcomes
reflect strong annual performance delivery in 2021/22 and longer-term value creation as evidenced in the 2019 LTPP outcome. The single total figures
of remuneration are in large driven by the heavy weighting on long-term share awards which make up to two-thirds of total remuneration, and nearly
80% of variable pay. The 2019 LTPP performance is driven in part by the impact of share price growth of 31.6%, yielding a Total Shareholder Return
(TSR) of 52% over the three-year performance period in addition to long-term business performance delivery.
The 2021/22 total single figures represent an achievement of 79.4% for John Pettigrew and 75.7% for Andy Agg of the total maximum opportunity
for 2021/22. This is line with last year’s outcomes which were 81.8% for John Pettigrew and 83.9% for Andy Agg of the total maximum opportunity
for 2020/21.
Alignment of remuneration with our business strategy

We align our performance linked elements of remuneration (APP and LTPP) through our strategic priorities, our RBC commitments, and our vision of
a clean, fair and affordable energy future.
Our vision and values Our strategic priorities Our RBC commitments
Our vision is to be at the heart
The environment
of a clean, fair and affordable Enable the energy Grow our
energy future. transition for all organisational capability Our people
Every day we do the right
Our communities
thing, find a better way, and
Deliver for Empower colleagues
make it happen. The economy
customers efficiently for great performance
Our governance
Key principles of our remuneration strategy

• Reward delivery of the Group’s strategy in a matter that is simple, transparent, and aligned to shareholders’ interests
• Attract, motivate, and retain senior executives with market-competitive reward
• Align performance measures to the way National Grid earns its returns for shareholders, with targets set to incentivise stretching financial and
operational performance in line with shareholder expectations
• Reflect and underpin the Company’s vision, values, and contribution to society
How we achieve this in practice

• Alignment of APP and LTPP performance measures to core financial and non-financial KPIs
• Heavy weighting towards share-based long-term pay to reflect the nature and duration of National Grid’s businesses and asset lives
• A mandatory two-year holding period for APP share awards and vested LTPP awards
• A very high minimum shareholding requirement for senior executives (500% for the CEO – equivalent to nine times the after-tax salary)
• A post-employment shareholding required for all senior executives
Our 2022 Remuneration Policies are aligned to our business strategy

Enable the energy
Deliver for
Grow our
Empower colleagues
transition for all customers efficiently organisational capability for great performance
Addition of net zero measures Financial measures strongly aligned Increased flexibility to better adapt Emphasis on Company culture
in LTPP aligned to commitment to incentivise operational excellence measures to align to critical and DEI in APP
set our in our RBC and long-term value creation priorities that underpin short/
longer-term performance

Remuneration Policy 2022 overview
Our proposed Remuneration Policy seeks to ensure strong alignment with National Grid’s strategic priorities and to measure the success of management
in achieving key short-and long-term financial, operational, and ESG objectives. The key elements of our Policy and the implementation for 2022/23 are
set out below:
• ESG and, in particular, the energy transition, is at the heart of our strategic priorities. Our Policy expands the focus on ESG measures in the APP and
incorporates further measures in the LTPP aligned to targets set out in our RBC.
• The replacement of Group Value Growth with a cumulative Underlying EPS measure in the LTPP creates a simpler and transparent measure of
performance aligned to measure long-term value creation together with Group RoE.
• Flexibility in the Policy to adapt to the changing nature of the business and enable the attraction, retention, and incentivisation of talent in an
increasingly competitive market.
Proposed Policy changes (2022) Implementation in 2022/23
Salary • No change • John Pettigrew’s salary will increase by 3.75% to £1,092,500 – below
the average increase of the wider workforce at 4%
• Andy Agg’s salary will increase by 6.5% to £719,000 – in line with
previously communicated intention to align his salary with the market
rate over a multi-year period subject to performance and progression in
the role
Pension and • All new and existing UK-based Executive Directors • John Pettigrew’s and Andy Agg’s pension cash allowance will be 12%
benefits will receive pension contributions of up to 12% of from 1 April 2022
base salary for the defined contribution (DC)
scheme or cash in lieu, in line with the level for
new joiners across the UK wider workforce
Annual • No change • Proposed measures for 2022/23:

Performance – Group RoE (35%)
Plan (APP) – Underlying EPS (35%)
– Operational measures – Customer, Colleagues, Diversity (15%)
– Individual objectives (15%)
Long-Term • No change to opportunity levels, vesting period • Proposed measures for 2022/23:
Performance and holding period – Cumulative three-year Underlying EPS (40%)
Plan • Financial measures to comprise at least 60% of – Group RoE (40%)
the LTPP; introduction of an ESG measure – Net zero transition measures (20%)
expected to make up 20% of the LTPP
• Flexibility to set a mix of financial, strategic and
ESG measures and weightings every year
• In the event of future proposals to make material
changes to measures/weightings, the Committee
will engage with shareholders as appropriate
Shareholding • No change
requirements
Malus and • Enhanced wording to reflect the corporate governance changes and market practice
Clawback
NED fees • Simplified structure to have one standard base fee • Alignment of NED fees to market rates (see page 131)
for US and UK based NEDs
• Provides flexibility to reflect additional
responsibilities where these are material to
the roles
In addition to the above, the proposed Policy also provides, in exceptional circumstance only (such as recruitment), flexibility to award up to 50% of salary
in addition to the normal policy maximum across APP/LTPP for one year only.

Statement of implementation of Remuneration Policy in 2021/22
Content contained within a blue box indicates that all the information in the panel is audited.
2021/22 Remuneration Implementation
Single Total Figure of Remuneration – Executive Directors

The following table shows a single total figure in respect of qualifying service for 2021/22, together with comparative figures for 2020/21. All figures shown
as £’000’s:
John Pettigrew Andy Agg Nicola Shaw¹

qualifying service as
Executive Director – 27July ’21 to
2022 2021 2022 2021 1 April ’21 to 26 July ’21 31 March ’22 2022 (Total) 2021
Salary 1,047 1,029 665 624 181 391 571 562
Benefits in kind 101 110 22 32 4 14 18 15
Pension 245 275 133 125 42 91 134 150
Total fixed pay 1,393 1,414 820 781 227 496 723 727
APP 1,116 1,035 717 618 359 refer to APP note 359 537
LTPP 3,997 2,918 1,980 805 1,765 refer to LTPP note 1,765 1,364
Total variable pay 5,113 3,953 2,697 1,423 2,124 – 2,124 1,901
Total remuneration 6,506 5,367 3,517 2,204 2,351 496 2,847 2,628
Notes:
1. Nicola Shaw stood down from the Board on 26 July 2021 and stayed with the Company until after the conclusion of the RIIO-T2 CMA appeal process and continued as
Chair of the Company’s subsidiaries, National Grid Electricity Transmission plc and National Grid Gas plc. She remained in active employment until 31 October 2021, after
which she was not eligible for the 2021/22 APP and received salary and benefits until her final employment date of 30 April 2022 as per the terms of her contract. For reporting
purposes, we have presented the complete APP and LTPP amount in the qualifying service column. Please refer to the APP note below for reference amounts for the
respective period.
Salary: As of 1 July 2021, John Pettigrew and Nicola Shaw were each awarded a salary increase of 2.3% in line with the wider workforce increase. Andy Agg was awarded an
increase of 6.5% as part of a multi-year plan to progressively align his salary with the market rate for his role since his appointment in January 2019.
Benefits in kind: Benefits in kind (BIK) include private medical insurance, life assurance, a fully expensed car or cash alternative and the use of a car and a driver when
required. For John Pettigrew, the use of a car and driver amounted to approximately £85,500 for 2021/22 (and approximately £89,000 for 2020/21). There were no Sharesave
options granted to any Executive Directors during 2021/22.
Pension: Pension contributions/cash in lieu for John Pettigrew and Nicola Shaw are 23.4% of salary for 2021/22 and 20% of salary for Andy Agg. Contributions will fall to 12%
of salary for all Executive Directors from 1 April 2022.
APP: Nicola Shaw’s APP is pro-rated for her period of active employment for 2021/22, i.e. 1 April 2021 to 31 October 2021. For reference, the pro-rated APP for the qualifying
service as an Executive Director (1 April 2021 to 26 July 2021) is 55% of the total amount (i.e. circa £197,000 of the total amount of £359,000) and remaining 45% (i.e. circa
£162,000 of the total amount of £359,000) for the period 27 July 2021 to 31 October 2021. Details on her financial, operational and individual objective assessment can be
found on page 115 − 116.
LTPP: The 2019 LTPP is due to vest in July 2022. The average share price over the three months from 1 January 2022 to 31 March 2022 of 1,098.09 pence has been applied
and estimated dividend equivalents are included. The 2020/21 LTPP figures have been restated to reflect the actual share price on vesting and all dividend equivalent shares.
As the vesting share price of 930.43 pence was higher versus the estimate of 855.04 pence (and the additional dividend equivalent shares added for the dividend with a record
date of 4 June 2021 with a dividend rate of 32.16 pence per share), the actual value at vesting was circa £296,000, £82,000 and £138,000 higher than for the estimate
published last year for John Pettigrew, Andy Agg and Nicola Shaw, respectively. Nicola Shaw’s 2019 LTPP will vest at the normal vesting dates 1 July 2022 subject to
performance conditions and is pro-rated for time served to the date of 30 April 2022 in accordance with plan rules.
Impact of share price change: The 2019 LTPP awards were granted on 28 June 2019 with a share price of 834.11 pence. The impact of share price change for the 2019
LTPP, comparing share price at grant versus the average share price for the period 1 January 2022 to 31 March 2022 of 1,098.09 pence, is an increase of 263.98 pence
(31.6%) per share compared with an increase of 2.1% for the 2018 LTPP performance period (excluding dividends).
Total pension benefits

Andy Agg, John Pettigrew and Nicola Shaw received a cash allowance in lieu of participation in a pension arrangement. There are no additional benefits
on early retirement. The values of these benefits received during this year, are shown in the single total figure of remuneration table.
John Pettigrew has also accrued defined benefit (DB) entitlements; he opted out of the DB scheme on 31 March 2016 with a deferred pension and lump
sum payable at his normal retirement date of 26 October 2031. At 31 March 2022, John Pettigrew’s accrued DB pension was reduced to £85,409 per
annum and his accrued lump sum was £256,225. These figures reflect a permanent change in John Pettigrew’s pension entitlements going forward. No
additional DB entitlements have been earned over the financial year, other than an increase for price inflation due under the pension scheme rules and
legislation. Under the terms of the pension scheme, if John Pettigrew qualifies for ill-health requirements, or is made redundant, a pension may be payable
earlier than his normal retirement date. A lump sum death in service benefit is also provided in respect of these DB entitlements.
2021/22 Annual Performance Plan

APP awards reward delivery against annual financial, operational and strategic performance targets and goals. For 2021/22, financial measures represent
60% of the award, operational measures 20%, and individual objectives the remaining 20% of the maximum. Payment of the APP award is made in
shares (50% of the award) and cash (50% of the award). Shares (after any sales to pay associated tax) must be retained until the shareholding
requirement is met, and in any event for a minimum of two years after receipt.
For financial measures, threshold, target and stretch performance levels are set by the Committee for the performance period and pay out at 0%, 50%
and 100% of the maximum calculated on a straight-line basis. Operational measures have been assessed on a four-point scale (not met, partially
achieved, achieved and over-achieved) based on quantitative targets set at the beginning of the year by the Committee. Target and stretch performance
levels for the individual objectives are also predetermined by the Committee for the performance period, and an assessment of the performance relative to
the target and stretch performance levels is made at the end of the performance year on each objective. Executive Directors have a maximum opportunity
of 125% of base salary.

APP – Financial performance
The Group delivered strong financial performance in the year whilst also executing a complex set of portfolio transactions. Investment in critical
infrastructure remained strong, with capital investment (continuing) of £6.7 billion driving asset growth of 8.7%. The businesses delivered solid earnings
and returns, in particular in our UK Electricity and Gas Transmission and Metering businesses. The financial performance outcomes of the 2021/22 APP
awards are summarised in the tables below:
Weighting Outcome
Measure (% of APP) Threshold Target Stretch (% of max)
72.0 75.0 78.0 78.0%

Group Underlying EPS (pence per share) 30%
76.7
Group RoE (%) 30% 9.8% 10.2% 10.6%
100.0%
11.4%
Total financial outturn 89.0%
Denotes an ‘alternative performance measure’ as described on pages 268 − 279
Notes: Underlying EPS: Technical adjustments have been made to increase the performance range (each of the threshold, target and stretch) by 1.6 pence to reflect the net
effect of currency adjustments, US pension assumptions, and scrip issuance. Financial targets were set to include the impacts of the portfolio transactions, specifically the
addition of WPD to the Group. Group underlying EPS of 76.7 pence includes 11.4 pence from UK Gas Transmission discontinued operations, and excludes timing and major
storm costs as outlined on page 271 in the Financial Results.
Nicola Shaw: The total financial outturn for Nicola was 96.3% of maximum based on performance against equally weighted measures (20% each) of UK RoE (outcome of
100% of max), UK underlying operating profit (outcome of 100% of max) and UK regulated controllable costs (outcome of 88.9% of max). Technical adjustments were applied
to UK operating profit for the impact of CPI on revenues. The UK outturn is based on an equal weighting of the UK Electricity Transmission and UK Gas Transmission
and Metering businesses.
APP – Operational performance

The operational measures (20%) of the 2021/22 APP were weighted equally between two key objectives – 1) effective completion of the Group portfolio
transactions (10%); and 2) quantifiable ESG measures to reduce factors relating to Scope 1 direct carbon emissions and improve employee diversity.
Operational measures were assessed on a four-point scale (not met, partially achieved, achieved and over-achieved) based on quantifiable targets where
possible and qualitative outcomes to reflect a balanced assessment of performance. All ESG measures were evaluated against quantifiable targets which
are aligned to our RBC commitments.
Measure Details Assessment Outcome
Transactions Effective management to the satisfaction of WPD: New operating model design, embedded culture and values, maintained 4
(10%) the Board: business continuity and performance. Over-achieved
• WPD transaction
• Sale and separation of UK GT UK GT: Successfully secured sale of 60% stake of the business, alongside 3
• Separation of RI strong business performance delivery. Achieved
RI: Well-executed separation process, plans in place to mitigate or offset all 3

stranded costs, transaction to complete in 2022/23 Achieved
Outcome – Transactions (10/12) 83.33%

Group wide Reduce Group-wide CO2 impact from: Met and/or exceeded performance targets for four out of the five emissions
Scope 1 carbon • Vehicle fleet (68 Light Duty Vehicles (LDVs) measures most notably:
emissions (5%) converted) • Business air travel (5,553,932 airmiles or 1.2 KT CO2e)
• Business air travel (<11,961,416 airmiles or • SF6 emissions (71 KT CO2e reduction)
5 KT CO2e) • Leak prone pipe replacement (10.853 KT CO2e avoided) 3
• Compressor cab venting emissions reduction (18 KT CO2e)
Reduce network carbon emissions from: • Fleet emission reductions just behind target measure with 62 Achieved
• SF6 emissions (21.8 KT CO2e reduction) LDVs converted
• Leak prone pipe (10.811 KT CO2e avoided)
• Emission leaks and compressor cab venting
(4.4 KT CO2e reduction)
Diversity (5%) Deliver sustainable improvement in gender and Improved diversity in six of the eight Group-wide measures most notably:
ethnic diversity in line with key targets in our RBC • Exceeded new hire targets (28% and 30%) for gender and ethnicity
• New hire rates • Improved SLG diversity to 48% (target of 46%) 3
• Promotion rates • Increased new talent diversity to 57.7% (target of 50%)
• Leaver rates • Gender and ethnic leaver rates fell short of targets and remain a further Achieved
• Strategic leadership group (SLG), (top ~110 focus area for 2022/23
leaders)
• New talent diversity Progress underpinned by robust delivery of a Group-wide DEI strategy.
Outcome – ESG (6/8) 75.00%
Combined operational outcome 79.17%
Notes: Diversity is defined as colleagues who have identified themselves of varying gender, sexual orientation, disability, under-represented racial and/or ethnic group.

Statement of implementation of Remuneration Policy in 2021/22 continued
APP – Individual objectives

In addition to the financial and operational goals previously discussed, the Board approves annual individual performance goals for the Executive Directors
in line with key operational and strategic priorities. Performance is assessed at the end of the financial year by the Board and Remuneration Committee.
The CEO completed a self-evaluation which was shared with members of the Board for their comments. The Chair compiled these comments, and
based on these comments, proposed a scoring for each of the goals. The CEO undertook the same process for the other Executive Directors and
presented his recommendations to the Committee in May 2022. The table below sets out the 2021/22 individual objectives together with associated
performance commentaries and the Committee’s assessment of the performance outcome for each of the Executive Directors:
Individual objectives and performance summary – John Pettigrew Outcome

Execute on the announced portfolio repositioning and deliver results on organisational streamlining
• Successful execution of the strategic pivot to electricity; purchase of WPD
• Effective management of divestitures and transition of WPD into the Group whilst ensuring solid business performance/continuity
• Progression and development of the Company’s long-term strategic blueprint
Demonstrate substantial progress in modernising how the Group works, enhancing a culture of accountability
• Demonstrated progress in shifting the Group’s culture, with a strong focus on DEI and positive employee satisfaction results 80%
• Made progress to improve bench strength of senior leadership group and Group Executive team
Raise the level of engagement with the public, communities and government
• COP26 and Capital Markets Day – repositioned National Grid across key stakeholder groups as a critical part of the energy transition
• Strengthened governmental, public and community relations, and key relationships in particular at the local level
Individual objectives and performance summary – Andy Agg Outcome

Successfully execute the portfolio repositioning
• Effectively managed financing strategy and credit ratings approach for the acquisition of WPD
• Strong execution of portfolio repositioning; divestment of 60% stake in UK Gas Transmission, 50% stake in St William Homes LLP
• Successfully ensured the mitigation of all stranded costs resulting from the portfolio transactions
Demonstrate progress in the Group-wide and Finance transformation programmes
• Strong leadership across the Group driving in-year delivery and progression of £400 million of cost efficiencies per annum by the end of 2023/24 85%
• Delivered solid progress against key transformation milestones, advanced key process and technology enabled efficiencies
• Improved talent, succession potential, and capabilities within the CFO function
Deliver enhanced investor engagement programme
• Successfully engaged investors on the five-year investor framework and strategic pivot to electricity with positive feedback/sentiment
• Increased transparency of our responsible business strategy yielding positive engagement and external ESG company ratings
Individual objectives and performance summary – Nicola Shaw Outcome

Successfully execute on UK businesses priorities
• Effectively managed UK businesses to deliver on track mid-year financial performance for first year of RIIO-T2
• Successfully implemented operating model to stand up separate Electricity and Gas Transmission UK businesses
Deliver a successful Competition & Markets Authority outcome
• Led process to submit all RIIO-T1 reopeners with Ofgem 65%
• Managed and executed the CMA process effectively; with a positive result on the out-performance wedge
Grow National Grid’s positioning on the UK’s net zero future
• Established East Coast asset investment strategy to facilitate connection of 40+ GW of offshore renewables by 2030
• Fostered strong relationships with key stakeholders to lay the groundwork for the development of net zero investment roadmap
2019 Long-Term Performance Plan award

The 2019 LTPP that will vest on 1 July 2022 was structured as outlined below in consideration of the transition to RIIO-T2 in the UK during the
performance period. The financial measures and weightings of the 2019 LTPP below are the same for all Executive Directors.
• Group RoE over a two-year period (2019/20 − 2020/21) determines one third of the award
• Group Value Growth over the three-year period (2019/20 − 2021/22) determines two thirds of the award
The outturns of the 2019 LTPP reflect solid business performance over the three-year period, and are summarised below:
Threshold Maximum Actual

Performance measure Weighting 20% vesting 100% vesting % of maximum
11.0% 12.5%
Group RoE 33.33%
11.1% 22.67%
10.0% 12.0%
Group Value Growth 66.67%
12.7% 100.00%
Overall vesting outcome 74.22%
As disclosed in last year’s DRR, the Group Value Growth measure in 2019 includes an upward adjustment versus the reported measure to reflect the
value added from the sale of the residual interest in the UK Gas Distribution business and to adjust for the revised timing of UK cash tax payments. The
Committee decided not to reflect upward adjustments to Group RoE or Group Value Growth for prior years (+0.3% in 2019/20 and +0.2% in 2020/21)
resulting from the revisions described in note 1F to the consolidated financial statements in 2020/21 into the 2019 LTPP.

2019 LTPP Vesting
The 2019 LTTP vesting reflects both the final performance outturn and the impact share price and dividends from the time of issue to vesting date. For
the 2019 award, the share price appreciation represents a material proportion of the total vesting value. The 2019 LTPP awards were granted on 28 June
2019 with a share price of 834.11 pence. Comparing the share price at grant versus the average share price for the period 1 January 2022 to 31 March
2022 of 1,098.09 pence, yields a share price gain for the 2019 LTPP of 263.9 pence (31.6%) per share in addition to estimated dividend yield of
148.7 pence per share.
The amounts due to vest under the 2019 LTPP for the performance period that ended on 31 March 2022 which are included in the 2021/22 single total
figure table on page 114, are shown in the table below. The current share price valuation is an estimate based on the average share price over the three
months from 1 January 2022 to 31 March 2022 of 1,098.09 pence and the proposed dividend with record date of 6 June 2022, subject to shareholder
approval, is included. The total value of awards vesting and dividend equivalent shares are subject to a two-year holding period.
Performance Vested shares Face value of the Share price Dividend
Shares outcome based on award at grant appreciation equivalent shares Total
awarded (% of maximum) performance (£’000s) (£’000s) (£’000s) value (£’000s)
John Pettigrew 431,969 74.22 320,607 2,674 846 477 3,997
Andy Agg 213,999 74.22 158,830 1,325 419 236 1,980
Nicola Shaw¹ 190,739 74.22 141,566 1,181 374 211 1,765
1. Nicola Shaw’s 2019 LTPP will vest at the normal vesting date of July 2022 subject to performance conditions. The amount shown under ‘Shares awarded’ is pro-rated for
time served to the termination date of 30 April 2022 in accordance with the plan rules.
Assessment of National Grid shareholder returns

The figure below outlines National Grid plc’s 10-year annual TSR performance against the FTSE 100 Index since 31 March 2012 and illustrates the growth
in value of a notional £100 holding invested in National Grid on 31 March 2012, compared with the same invested in the FTSE 100 Index. The FTSE 100
Index has been chosen because it is a widely recognised performance benchmark for large companies in the UK and it is a useful reference to assess
relative value creation for National Grid shareholders. Over the last 10-year period, National Grid’s relative TSR is 194% versus the FTSE 100 at 82%
demonstrating sustainable long-term value for our shareholders. Over the more recent three-year performance period for the 2019 LTPP, National Grid’s
relative TSR was 52% versus the FTSE 100 relative TSR of 13%, which underscores the strong alignment of our Remuneration Policy with the value
delivered for our shareholders.
Total Shareholder Return (£) National Grid FTSE 100 Index
300 293.91
Value of hypothetical £100 holding
250
208.61
199.42 204.03
193.11
200 186.07
159.98 161.74
143.95 182.16
150 122.88 160.67 164.84 161.46
151.08 151.26
100.00 130.70
100 121.57 121.43
113.80
100.00
50
31/3/12 31/3/13 31/3/14 31/3/15 31/3/16 31/3/17 31/3/18 31/3/19 31/3/20 31/3/21 31/3/22
Data source: Datastream by Refinitiv
Notes: The TSR level shown at 31 March each year is the average of the closing daily TSR levels for the 30-day period up to and including that date. It assumes dividends
are reinvested.
2021 Long-Term Performance Plan

2021 LTPP performance conditions
As disclosed in last year’s DRR, we reverted to equal weighting for Group RoE and Group Value Growth, measured over the entire three-year
performance period, for the 2021 LTPP. Below are the performance ranges for the two measures in the 2021 LTPP. As noted, setting of targets was
delayed to enable proper consideration of the portfolio transactions for WPD, UK Gas Transmission, and the US Rhode Island businesses.
Threshold Maximum
Performance measures Weighting 20% vesting 100% vesting
Group RoE 50% 9.75% 11.00%
Group Value Growth 50% 9.25% 11.00%
Notes: Vesting between threshold and maximum will be on a straight-line basis. The calculation for the Group RoE measure will reflect the updated methodology from 2021/22 going forward as outlined on
page 277 of the Annual Report.

2021 LTPP (conditional awards) made during the year

The face value of the awards are calculated using the volume weighted average share price at the date of grant. The share price at the date of grant on
28 June 2021 was 924.68 pence. The 2021 LTPP grant will vest on 1 July 2024. The total value of awards vesting and dividend equivalent shares are
subject to a two-year holding period following vesting.
Proportion
Basis of award Number of Face value vesting at threshold Performance
(% of base) shares (£’000) performance period end date
John Pettigrew 350% 398,568 £3,686 20% 31 March 2024
Andy Agg 300% 218,993 £2,025 20% 31 March 2024
Statement of Directors’ shareholdings and share interests

The Executive Directors are required to build up and hold a shareholding from vested share plan awards. The following table shows the position of each
of the Executive Directors in relation with the shareholding requirement and the number of shares owned by the Non-executive Directors, including
connected persons. The shareholding is as of 31 March 2022 and the salary used to calculate the value of the shareholding is the gross annual salary
as of 31 March 2022.
John Pettigrew continues to meet his shareholding requirement. Andy Agg, who was appointed the CFO in 2019, has not yet met his shareholding
requirement and is expected to do so in 2023. The projections assume on-target performance/vesting outcomes. They will not be allowed to sell
shares, except for covering associated tax liabilities, until their individual shareholding requirements are met. Non-executive Directors do not have
a shareholding requirement.
Further shares have been purchased in each of April and May 2022 on behalf of each of John Pettigrew and Andy Agg via the Share Incentive Plan (an HMRC
tax-advantaged all-employee share plan), thereby increasing the beneficial interests by 25 shares (12 in April and 13 in May) for John Pettigrew and 24 shares
(12 each in April and May) for Andy Agg. There have been no other changes in Directors’ shareholdings between 1 April 2022 and 19 May 2022.
The expected vesting dates for the conditional share awards subject to performance conditions are 1 July 2022, 3 July 2023 and 1 July 2024 for the
2019 LTPP, 2020 LTPP and 2021 LTPP respectively.
Conditional share awards

Share ownership Number of shares Value of shares Number of options subject to performance
requirements owned outright (including held as a multiple granted under conditions (LTPP 2019,
Directors (multiple of salary) connected persons) of current salary the Sharesave Plan 2020, and 2021)
Executive Directors
John Pettigrew 500% 1,052,126 1,097% 4,219 1,235,754
Andy Agg 400% 216,807 353% 4,316 646,787
Non-executive Directors
Liz Hewitt – 2,500 – – –
Jonathan Dawson – 45,632 – – –
Amanda Mesler – 1,500 – – –
Earl Shipp (ADSs) – 1,000 – – –
Anne Robinson (ADSs) – – – – –
Tony Wood – – – – –
Martha Wyrsch (ADSs) – 5,000 – – –
Ian Livingston – 1,838 – – –
Jonathan Silver (ADSs) – – – – –
Paula Rosput Reynolds (ADSs) – 2000 – – –
Thérèse Esperdy (ADSs) – 1587 – – –
Notes: John Pettigrew: On 31 March 2022, John Pettigrew held 4,219 options granted in previous years under the Sharesave Plan with an exercise price of 711 pence per
share and they can, subject to their terms, be exercised at 711 pence per share between 1 April 2025 and 30 September 2025. The number of conditional share awards
subject to performance conditions is as follows: 2019 LTPP: 431,969; 2020 LTPP: 405,217; 2021 LTPP: 398,568.
Andy Agg: On 31 March 2022, Andy Agg held 4,316 options granted in previous years under the Sharesave Plan with an exercise price of 695 pence per share and they can,
subject to their terms, be exercised at 695 pence per share between 1 April 2026 and 30 September 2026. The number of conditional share awards subject to performance
conditions is as follows: 2019 LTPP: 213,999; 2020 LTPP: 213,795; 2021 LTPP: 218,993.
Earl Shipp, Jonathan Silver, Paula Rosput Reynolds, Martha Wyrsch, Anne Robinson and Thérèse Esperdy: Holdings are shown as American Depositary Shares
(ADSs). Each ADS represents five ordinary shares.
Post-employment shareholding requirements

Past Executive Directors are required to continue to hold their shares/ADSs in line with our current and proposed Directors’ Remuneration Policy.
To enforce this, the Executive Directors have agreed to give permission for the Company to periodically check with its third-party share scheme
administrator whether the minimum shareholding requirement is being maintained. The Executive Directors have acknowledged that if they breach their
post-employment shareholding requirement for any reason, the Company may enforce at its discretion one or more of the following processes: to request
they repay to the Company an amount equivalent in value to the shareholding requirement that has not been met; the Company may withdraw/vary the
vesting of any future shares granted under the LTPP; the Company may publish a public statement in a form, as the Company may decide that the
Director has failed to comply with the post-employment shareholding requirement. Executive Directors are reminded annually, when employed, of the
post-employment shareholding requirement. At termination, the minimum shareholding requirement is confirmed to the Director and checks are made
by the Company at the 12-month and 24-month anniversary of leaving and at the financial year-end 31 March to ascertain if their post-employment
shareholding requirement has been met.

Nicola Shaw stood down from the Board on 26 July 2021 and remained subject to an in-employment shareholding requirement until her final employment
date of 30 April 2022, at which time she will be subject to a post-employment shareholding requirement of 200% of base salary for a period of two years.
As of 31 March 2022, Nicola Shaw continues to meet her in-employment shareholding requirement.
Shareholder dilution
The Company has a number of multiple all-employee share plans that provide employees the opportunity to become shareholders. These plans include
Sharesave and the Share Incentive Plan (SIP) in the UK and the 401(k) and Employee Stock Purchase Plan in the US.
Where shares may be issued or treasury shares reissued to satisfy incentives, the aggregate dilution resulting from executive share-based incentives will
not exceed 5% in any 10-year period. Dilution resulting from all incentives, including all-employee incentives, will not exceed 10% in any 10-year period.
The Committee reviews dilution levels against these limits annually and under these limits the Company, as at 31 March 2022, had a headroom of 3.9%
and 7.8% respectively.
CEO pay ratio
We have disclosed our CEO pay ratios comparing the CEO single total figure of remuneration to the equivalent pay for the 25th quartile, median, and 75th
quartile UK employees (calculated on a full-time equivalent basis), as well as the median Group-wide pay ratio.
CEO Pay Ratios 2021/22 to 2018/19
UK Group-wide
Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio Median pay ratio
2021/22 Option A 135:1 105:1 81:1 76:1
2020/21 Option A 104:1 81:1 62:1 54:1
2019/20 Option A 111:1 86:1 66:1 53:1
2018/19 – voluntary Option A 96:1 76:1 58:1 48:1
Notes: Following the completion of the WPD acquisition in June 2021, this year’s CEO pay ratio includes circa 6,600 UK WPD employees in the data set. Salaries as at
31 March 2022 and estimated performance-based annual payments for 2021/22 have been annualised for part-time employees to reflect full-time equivalents. Performance
payments have not been further adjusted to compensate where new employees have not completed a full performance year. The comparison with UK employees is specified
by the Companies (Miscellaneous Reporting) Regulations 2018 (as amended). US employees represent approximately 56% of our total employees. Our median pay ratio on a
Group-wide basis is 76:1, calculated on the same basis as the UK pay ratios and at an exchange rate of $1.348:£1.
The CEO pay ratio has increased to 105:1 at the UK median. The increase is explained by the increase in the CEO’s single total figure of remuneration
primarily due to the impact of the 2019 LTPP performance driven in part by the impact of share price growth of 31.6% over the three-year performance
period and strong long-term business performance delivery. For reference, the impact of share price change for the 2019 LTPP, comparing share price at
grant versus the average share price for the period 1 January 2022 to 31 March 2022 of 1,098.09 pence, for each Executive Director is an increase of
263.98 pence (31.6%) per share excluding the dividend (versus an increase of 2.1% for the 2018 LTPP). This year the 2019 LTPP vesting represents circa
61% (last year 54%) of the CEO’s single total figure of remuneration. Excluding estimated 2019 LTPP vesting, our UK median pay ratio is 40:1 (last year
39:1). On a Group basis, the median pay ratio has increased to 76:1. The lower Group median pay ratio reflects the higher level of wages in the regions of
the US where we operate as compared with the UK. Nearly 56% of our employees are US-based. Excluding estimated 2019 LTPP vesting, the Group-
wide median pay ratio is 29:1.
These results highlight a key feature of our remuneration strategy to weight Executive and senior leadership compensation more heavily towards
longer-term performance share based reward. Across the wider workforce, employee compensation is largely focused on in-year annual delivery.
The 2021/22 base pay and total pay including benefits for the CEO versus UK workforce is shown below.
2021/22 Base pay and benefits – CEO, UK wider workforce
UK
UK employee UK employee UK employee
Pay and benefits data CEO remuneration 25th percentile 50th percentile 75th percentile
Base salary £1,047,115 £36,598 £42,054 £55,726
Total pay and benefits £6,505,511 £48,038 £61,834 £80,297

Flexibility is provided to adopt one of three methods for calculating the ratios. We have chosen Option A, which is a calculation based on the pay of all
UK employees on a full-time equivalent basis, as this option is considered to be more statistically robust. The ratios are based on total pay and benefits
inclusive of short-term and long-term incentives applicable for the respective financial year 1 April – 31 March. The reference employees at the 25th, 50th
and 75th percentile have been determined by reference to pay and taxable benefits as at the last day of the respective financial year, 31 March, with
estimates for the respective APP payouts and performance outcomes of the LTPP and dividend equivalents.
Most employees are eligible for a performance-based annual payment. Our principles for pay setting and progression in our wider workforce are the same
as for our executives – mid-market approach to total reward sufficiently competitive to attract and retain high-calibre individuals without over-paying and
providing the opportunity for individual development and career progression. The pay ratios reflect how remuneration arrangements differ,
as accountability increases for more senior roles within the organisation, and in particular the ratios reflect the weighting towards long-term value creation
and alignment with shareholder interests for the CEO.
We are satisfied that the median pay ratio reported this year is consistent with our wider pay, reward and progression policies for employees. The median
reference employee falls within our collectively bargained employee population and has the opportunity for annual pay increases, annual performance
payments and career progression and development opportunities. The CEO received a pay increase of 2.3% in 2021/22 in line with the increase budget
awarded across the UK employee population (no increase was granted in 2020/21).
Relative importance of spend on pay

The chart below shows the relative importance of spend on pay compared with other costs and disbursements (dividends, tax, net interest and capital
expenditure). Given the capital-intensive nature of our business and the scale of our operations, these costs were chosen as the most relevant measures
for comparison purposes. All amounts exclude exceptional items and remeasurements.
Relative importance of spend on pay

+31%
2020/21 £m 2021/22 £m
6,185
4,727
+9% +6%
1,770 1,742 1,852 +25%
1,622 +100%
1,081
669 865
334
Payroll costs Dividends Tax Net interest Capital expenditure
Notes:
1. The dividend figure for 2020/21 has been restated at £1,742 million (from £1,738 million) to reflect the actual value of dividends paid.
2. 2020/21 payroll costs, tax, net interest and capital investment have been re-presented to reflect the classification of the UK Gas Transmission business as
a discontinued operation.
3. Percentage increase/decrease of the costs between years is shown.
Chief Executive’s pay in the last ten financial years

Steve Holliday was CEO throughout the five-year period from 2012/13 to 2015/16. John Pettigrew became CEO on 1 April 2016.
Steve Holliday John Pettigrew

12/13 13/14 14/15 15/16 16/17 17/18 18/19 19/20 20/21 21/22
Single total figure of 3,170 4,801 4,845 5,151 4,623 3,648 4,651 5,205 5,367 6,506
remuneration (£’000)
Single total figure of 3,931
remuneration including
only 2014 LTPP (£’000)
APP proportion of 55.65% 77.94% 94.80% 94.60% 73.86% 82.90% 84.20% 70.58% 80.43% 85.20%
maximum awarded
PSP/LTPP (proportion 25.15% 76.20% 55.81% 63.45% 90.41% 85.20% 84.20% 84.90% 68.00% 74.22%
of maximum vesting)
Notes:
John Pettigrew: Single total figure for 2021/22 is explained in the single total figure of remuneration table for Executive Directors and single total figure for 2020/21 has been
restated to reflect actual share price for 2018 LTPP vesting in 2021 and all dividend equivalent shares, consistent with comparative figures shown in this year’s single total figure
of remuneration table.
2014 LTPP: The 2016/17 single total figure of remuneration includes both the 2013 LTPP award and the 2014 LTPP award due to a change in the vesting period of four years
(2013 LTPP) to three years (2014 LTPP).
PSP/LTPP plans: Prior to 2014, LTPP awards were made under a different LTI framework which incorporated a four-year performance period for the RoE element of the
awards. The last award under this framework was made in 2013 and was fully vested in 2017. Awards made from 2014 are subject to a three-year performance period.
The first of these awards vested in 2017.

Single total figure of remuneration – Non-executive Directors
The following table shows a single total figure in respect of qualifying service for 2021/22, together with comparative figures for 2020/21:
Fees £’000 Other emoluments £’000 Total £’000

2021/22 2020/21 2021/22 2020/21 2021/22 2020/21
Paula Rosput Reynolds 599 21 18 0 616 21
Sir Peter Gershon Resigned on 31.05.2021 90 540 12 82 102 622
Jonathan Dawson 108 112 3 1 111 113
Thérèse Esperdy 141 142 10 0 151 142
Paul Golby Resigned on 26.07.2021 33 104 2 1 35 105
Liz Hewitt 113 99 9 0 122 99
Ian Livingston Appointed on 01.08.2021 66 n/a 1 n/a 67 n/a
Amanda Mesler 93 91 2 0 94 91
Earl Shipp 113 104 7 0 120 104
Jonathan Silver 99 104 9 0 109 104
Mark Williamson Resigned 31.12.2021 87 122 3 0 90 122
Tony Wood Appointed on 01.09.2021 48 NA 2 n/a 50 NA
Martha Wyrsch Appointed on 01.09.2021 56 NA 3 n/a 59 NA
Anne Robinson Appointed on 19.01.2022 19 NA 0 n/a 19 NA
Total 1,665 1,439 81 84 1,745 1,523
Notes:
Receiving the US-based Board fee: Thérèse Esperdy, Earl Shipp, Jonathan Silver, Anne Robinson and Martha Wyrsch.
Receiving the UK-based Board fee: Jonathan Dawson, Paul Golby, Liz Hewitt, Amanda Mesler, Mark Williamson, Ian Livingston and Tony Wood.
Therese Esperdy: Fees include £25,000 for serving on the National Grid USA Board; she stepped down from the National Grid USA Board on 18 November 2021.
Paula Rosput Reynolds joined the Board on 1 January 2021 as a Non-executive Director and was appointed as Chair of the Board from 31 May 2021. She is not eligible for
any benefits.
Other emoluments: In accordance with the Company’s expenses policies, Non-executive Directors receive reimbursement for their reasonable expenses for attending Board
meetings. In instances where these costs are treated by HMRC as taxable benefits, the Company also meets the associated tax cost to the Non-executive Directors through
a PAYE settlement agreement with HMRC and these costs are included in the table above. For 2020/21 due to COVID-19 travel restrictions, most of the NEDs did not incur
travel-related expenses.
The total emoluments paid to Executive and Non-executive Directors in the year was £14.2 million (2020/21: £11.7 million).
Percentage change in Remuneration (Executive Directors, Non-executive Directors, employee average)

In line with the revised Shareholder Rights Directive (2019), we have included percentage change in salary/fee, bonus and benefits for each of the
Directors compared to prior years. The regulations cover employees of the Parent Company only and not across the Group, and since we have very few
people employed by our Parent Company (National Grid plc), we have voluntarily chosen a comparator group of all employees in the UK and the US to
provide a representative comparison. In line with the regulations, we shall build this information to display a five-year history.
2020/21 2021/22
Executive Directors Salary Benefits Bonus Salary Benefits Bonus
John Pettigrew 1.3% -4.7% 15.4% 1.7% -8.8% 7.8%
Andy Agg 4.9% 40.6% 17.7% 6.5% -31.6% 15.9%
Nicola Shaw 1.3% 1.1% 38.8% 1.7% 18.3% -33.1%
Non Executive Directors
Jonathan Dawson 0.5% 37.1% n/a -3.0% 417.6% n/a
Therese Esperdy 0.4% -100.0% n/a -0.8% n/a n/a
Sir Peter Gershon 0.5% -5.5% n/a -83.3% -85.0% n/a
Paul Golby 0.5% -87.5% n/a -68.5% 213.8% n/a
Liz Hewitt 334.8% -100.0% n/a 14.5% n/a n/a
Amanda Mesler 0.5% -100.0% n/a 1.6% n/a n/a
Paula Rosput Reynolds n/a n/a n/a 2816.8% n/a n/a
Earl Shipp 0.5% -100.0% n/a 8.6% n/a n/a
Jonathan Silver 14.3% -100.0% n/a -4.2% n/a n/a
Mark Williamson -8.6% -100.0% n/a -29.2% n/a n/a
Ian Livingston n/a n/a n/a n/a n/a n/a
Tony Wood n/a n/a n/a n/a n/a n/a
Martha Wyrsch n/a n/a n/a n/a n/a n/a
Anne Robinson n/a n/a n/a n/a n/a n/a
Employee median -8.49% 1.65% -5.52% 2.8% 6.1% 40%
Note: For Nicola Shaw, the 2021/22 data reflects the salary, benefits and bonus paid for the complete year as presented in the single total figure of remuneration table.

For 2021/22, the percentage change data for salary/fees reflects that, other than for Andy Agg, the salary/fee increases for Directors were 2.3% in line
with the wider workforce increases. For 2020/21, the percentage change data for salary/fees reflects that, other than for Andy Agg, there were no salary/
fee increases for Directors. In contrast, the majority of managers and all those covered by trade union agreements were eligible to receive an annual salary
increase during 2020/21. The average salary increase budget for the UK and the US employees, subject to performance review, was 2.3% and 2.5%
respectively in 2020/21.
Budgets vary for employees covered by collective agreements depending on arrangements agreed with the respective trade unions. The Committee
takes account of the general salary increase budgets available for managers/non-unionised employees when reviewing Directors’ salaries/fees.
Further alignment between Executive Director pay and arrangements available to the wider workforce is evidenced by the approach that all employees
have the opportunity to receive a bonus which is linked to either a combination of individual and Company/business performance measures, or Company/
business performance measures only, thus enabling employees as well as the Executive Directors to benefit in the Company’s success annually.
Payments for loss of office and payments to past Directors

Nicola Shaw stood down from the Board on 26 July 2021 and stayed with the Company until after the conclusion of the RIIO-T2 CMA appeal process
and continued as Chair of the Company’s subsidiaries, National Grid Electricity Transmission plc and National Grid Gas plc. She remained in active
employment until 31 October 2021, after which she was not eligible for 2021/22 APP and received salary and benefits until her final employment date
of 30 April 2022 as per the terms of her contract. Her APP is pro-rated for her period of active employment for 2021/22, i.e. 1 April 2021 to 31 October
2021. Her 2019 LTPP will vest at the normal vesting date of July 2022 subject to performance conditions and is pro-rated for time served to the
termination date of 30 April 2022 in accordance with the plan rules.
Details of Nicola’s remuneration in relation to the period 1 April 2021 to 26 July 2021 (qualifying service as an Executive Director) and 27 July 2021 to
31 March 2022 is disclosed in the Single Total Figure of Remuneration table on page 114. All payments are in accordance with her service agreement,
the Directors’ Remuneration Policy (and in line with our June 2021 Corporate Governance disclosure) and subject to applicable tax withholdings.
The Committee agreed to grant good leaver treatment for Nicola’s in-flight LTPP awards given her overall long-term strong performance and contribution
to the business. Nicola’s awards under the 2020 LTPP will be pro-rated for completed months held since the award date until 30 April 2022. These
awards will vest at the same time as other participants, subject to performance measured at the vesting date and any discretion the Committee may
decide to exercise at the time of vesting, in line with our Directors’ Remuneration Policy. These shares will be subject to the two-year post-vesting holding
requirement and post-employment shareholding requirement.
There have been no payments made to past Directors during 2021/22.
External appointments and retention of fees

Experience as a board member of another company is considered to be valuable personal development, which in turn is of benefit to the Company.
The table below details the Executive Director (at 31 March 2022) who served as non-executive director in other companies during the year ended
31 March 2022:
Company Retained fees
John Pettigrew Rentokil Initial plc £70,000
Role of Remuneration Committee

The Committee is responsible for recommending to the Board the Remuneration Policy for the Executive Directors, the other members of the Group
Executive Committee and the Chair, and for implementing this Policy. The aim is to align the Remuneration Policy to the Company strategy and key
business objectives, and ensure it reflects our shareholders’, customers’ and regulators’ interests. The Committee receives input on Policy
implementation within the wider workforce before reaching decisions on matters such as salary increases and annual incentive payouts and closely
reviews the appropriateness of pay positioning by reference to external measures (benchmarking remuneration packages) and internal review of Company
performance and pay gaps (CEO pay ratios, gender and ethnicity pay gaps) and from this year, the relativity year-on-year of salary, benefits and annual
performance incentives compared with the same for the rest of the workforce.
• Clarity: we identify and communicate a range of performance measures in our incentives which clearly link to the successful execution of the
Company’s strategy.
• Simplicity: elements of our remuneration framework and their purpose are clearly articulated within our market-standard Remuneration Policy and we
believe this is understood by all our stakeholders.
• Risk: risk is managed in a number of ways and evidenced through our Remuneration Policy, for example: setting maximum levels for incentive plans;
implementing measures that are aligned to Company performance and shareholder interests; focusing on the long term and creating value through the
LTPP; reviewing formulaic outcomes; malus and clawback provisions; and having a high shareholding requirement for senior executives.
• Predictability: full information on the potential values which could be earned are disclosed; our policy outlines threshold, target and maximum
opportunity with varying actual incentive outcomes dependent on performance; and all the checks and balances set out above under Risk are
disclosed as part of the Remuneration Policy.
• Proportionality: whilst incentive plans reward executives’ performance in successfully delivering the business strategy, there is also a focus on
sustaining this through holding periods that apply to vested shares and annual incentives paid out as shares; all executives are also subject to
significant shareholding and post-employment shareholding requirements. The policy does not reward poor performance and the range of potential
payouts under the Policy is appropriate.
• Alignment to culture and strategy: our culture recognises that how we do things is as vital as what we do and this is reflected in the type of
performance conditions used in our incentive plans. Both the measures themselves and the targets set aim to reinforce this approach.
Our policy has operated as intended in terms of Company performance and quantum; a review of key considerations and decisions pertaining to its
implementation is provided in the Committee Chair’s statement.

The Committee’s activities in 2021/22
Meeting/circulations Main areas of discussion
April Discussion on 2020/21 expected incentive plan outcomes (APP and outstanding LTPP) for the Group Executive Committee
2020/21 APP individual objective scoring for the Group Executive Committee
Discussion on the 2021/22 APP financial and operational measures and LTPP 2021 award for the Group Executive Committee
Discussion on the 2021/22 APP strategic objectives for the Group Executive Committee
Market data review and base salary increase proposals for the Group Executive Committee
May Approval of 2020/21 APP and 2018 LTPP outcomes for the Group Executive Committee
Approval of pay decisions for the Group Executive Committee
Review and approval of Chair fees
Approval of the 2021/22 APP strategic objectives for the Group Executive Committee
Approval of LTPP plan rules
Items related to Executive Director leaver arrangements and WPD senior management team remuneration arrangements
July Approval of 2021/22 APP targets (financial and operational) and 2018 LTPP vesting
Debrief of AGM season, remuneration trends and initial discussion for 2022 Remuneration Policy
August* Items related to new Group Executive Committee appointment
October Approval of 2021 LTPP targets
November Approval of the revision to 2021/22 APP targets to incorporate transactions impact
Performance update on incentive plans (APP and outstanding LTPP)
Items related to various Group Executive Committee members’ (i) leaving arrangements, and (ii) remuneration arrangements
Approval of 2021/22 Sharesave plan
Review of gender and ethnicity pay gaps
January Provisional approval 2022 Remuneration Policy; approval of the consultation plan
Items related to various Group Executive Committee members’ (i) leaving arrangements (ii) remuneration arrangements (iii) incentive plan
outcomes, and (iv) forward looking objectives
February* Review of shareholder letter on proposed Remuneration Policy
March AGM season debrief and discussion on feedback from shareholder consultation on 2022 Remuneration Policy
Discussion on 2021/22 expected incentive plan outcomes (APP and outstanding LTPP) for the Group Executive Committee
2021/22 APP individual objective scoring for the Group Executive Committee
Discussion on the 2022/23 APP financial and operational measures and LTPP 2022 award for the Group Executive Committee
Discussion on the 2022/23 APP strategic objectives for the Group Executive Committee
Market data review and base salary increase proposals for the Group Executive Committee
Approval of proposed amends to Employee Share Schemes Sub-Committee Terms of Reference
* By circulation.
Advisors to the Remuneration Committee

PricewaterhouseCoopers LLP (PwC) was selected by the Committee to become its independent advisor from 3 August 2020 and provided advice and
counsel to the Committee throughout the 2021/22 financial year. PwC is member of the Remuneration Consultants Group (RCG) and have signed up to
RCG’s code of conduct. The Committee is satisfied that any potential conflicts were appropriately managed. Work undertaken by PwC in its role as
independent advisor to the Committee, has incurred fees of £243,500 on the basis of time charged to perform services and deliverables.
The Committee reviews the objectivity and independence of the advice it receives from its advisors each year. It is satisfied that PwC provided credible
and professional advice. PwC has provided general and technical remuneration services in relation to employees below Board and Group Executive
Committee level that include broad-based employee reward support and data assurance services. In addition, Willis Towers Watson (WTW) provided
benchmarking support to the Committee in the year and incurred fees of £15,600.
The Committee considers the views of the Chair on the performance and remuneration of the CEO, and of the CEO on the performance and
remuneration of the other members of the Group Executive Committee. The Committee is also supported by the Group General Counsel & Company
Secretary, who acts as Secretary to the Committee; the Chief People & Culture Officer; the Group Head of Reward; and, as required, the CFO, the Group
Head of Pensions and Group Financial Controller.
Voting on Directors’ Remuneration Policy and the Directors’ Remuneration Report
Directors’ Remuneration Policy adopted at the 2019 AGM Directors’ Remuneration Report 2020/21
3% 3%
For
Against
97% 97%
Note:
The Directors’ Remuneration Policy voting figures shown refer to votes cast at the 2019 AGM and represent 64.66% of the voting share capital.
The Directors’ Remuneration Report voting figures shown refer to votes cast at the 2021 AGM (in respect of the 2019 remuneration policy adopted at the 2019 AGM) and
represent 66.73% of the voting share capital.
Directors’ Remuneration Policy
2022 Directors’ Remuneration Policy

Our Remuneration strategy sets out to ensure strong alignment with our strategic priorities and creation of value for shareholders whilst providing market
competitive remuneration to enable the attraction and retention of top leadership talent. Our existing Policy (adopted in 2019) continues to function well,
providing remuneration outcomes well aligned to Company performance and our shareholders’ experience. As such, the 2022 Policy, effective July 2022
subject to shareholder approval, incorporates modest refinements to reflect the importance of the Company’s responsible business strategy and ESG
goals in both the short and long-term and the increasingly dynamic external context which advantages greater agility and flexibility. We have engaged
widely with shareholders and proxy advisory service organisations and are grateful for the engagement, feedback, and positive support on our Policy
proposals. The Committee is committed to maintaining an open dialogue and members remain available to answer questions throughout the AGM
process and forthcoming year ahead on our 2022 Directors’ Remuneration Policy as outlined below.
Policy tables – Executive Directors

Performance
Element Operation Maximum levels assessment
Salary Salaries are generally reviewed annually and are targeted broadly No prescribed maximum annual increase Not applicable.
Purpose and link to business at the mid-market of our peer group. However, a number of other although increases are generally aligned
strategy: to attract, motivate factors are also taken into account: to or below salary increases received by
and retain high-calibre other Company employees and to market
individuals. • business performance and individual contribution; movements. Increases in excess of this
• the individual’s skills and experience; may be made at the Committee’s discretion
• scope of the role, including any changes in responsibility; in circumstances such as a significant
• market data, including base pay and total remuneration; and change in responsibility, progression
• opportunity in the relevant comparator group. if more recently appointed in the role and
alignment to mid-market levels.
Benefits Benefits currently provided include: The cost of providing benefits will vary from Not applicable.
Purpose and link to business year to year in line with market.
strategy: to provide • company car or a cash alternative (UK only);
competitive and cost • use of a car and driver when required; Participation in tax-advantaged
effective benefits to attract • private medical insurance; all‑employee share plans is subject
and retain high-calibre • life assurance; to limits set by relevant tax authorities.
individuals. • personal accident insurance (UK only);
• opportunity to purchase additional benefits (including personal
accident insurance for US) under flexible benefits schemes
available to all employees; and
• opportunity to participate in HMRC (UK) or Internal Revenue
Service (US) tax-advantaged all-employee share plans.
UK Sharesave: Monthly contributions from net salary for a period

of three or five years. The savings can be used to purchase shares
at a discounted price set at the launch of each plan period.
Share Incentive Plan: UK employees may use gross salary to

purchase shares. These shares are placed in trust.
Employee Stock Purchase Plan (ESPP) (423(b) plan): eligible

US employees may purchase ADSs on a monthly basis at
a discounted price.
Other benefits may be offered at the discretion of the Committee.
In circumstances where an Executive Director is located outside
of the UK, benefits will be set such that they are competitive in the
local market.
Pension Externally hired Executive Directors may participate in a DC UK Directors: DC: annual contributions Not applicable.
Purpose and link to business arrangement or alternatively choose to receive cash in lieu. for new appointments and existing
strategy: to reward sustained Executive Directors of up to 12% of base None of the current
contribution and assist in In cases of internal promotion to the Board, the Company will salary. Executive Directors may take a full Executive Directors are
attraction and retention. recognise legacy DB pension arrangements of existing employees or partial cash supplement in lieu. active members of a defined
in both the UK and US where these have been provided under an benefit plan.
existing arrangement. Life assurance of four times base salary
and a dependant’s pension of one third of
In line with market practice, pensionable pay for UK-based basic salary is provided. Executives with
Executive Directors includes base salary only and for US-based HMRC pension protection may be offered
Executive Directors it includes base salary and APP awards. lump sum life assurance only, equal to four
times base salary.
US Directors: DC contributions of up to
9% of basic salary plus APP award with
additional 401(k) plan match up to 4%.
DB: no additional DB entitlements will be
earned over the financial years from the date
of appointment, other than an increase for
price inflation due under the pension scheme
rules and legislation. Under the terms of the
pension scheme, if the Executive Director
satisfies the ill-health requirements, or is
made redundant, a pension may be payable
earlier than the normal retirement date. A
lump sum death in service benefit is also
provided in respect of these DB entitlements.

Performance
Element Operation Maximum levels assessment
Annual Performance Plan The APP comprises reward for achievement against financial and The maximum award is 125% of base At least 50% of the APP
Purpose and link to business non-financial measures and achievement against individual salary in respect of a financial year. is based on performance
strategy: to incentivise and objectives. against financial measures.
reward the achievement of The payout levels at threshold, target and
annual financial measures Financial and non-financial performance measures and targets are stretch performance levels are 0%, 50% The Committee may use its
and strategic non-financial normally agreed at the start of each financial year and are aligned and 100%, respectively. discretion to set financial
measures including the with strategic business priorities. Targets are set with reference to and non-financial measures
the business plan and strategy. Individual objectives and associated In exceptional circumstances, (such as the that it considers appropriate
delivery of annual individual
targets are normally agreed also at the start of the year. recruitment of an Executive Director), the in each year.
objectives and
Committee has the flexibility to award up
demonstration of our
APP awards are paid in June. to an additional 50% of base salary as Notwithstanding the level
Company leadership
incentives and this can be applied across of award achieved, the
qualities and values. At least 50% of the APP award is paid in shares, which (after any the APP and or LTPP in any given year but Committee has the
sales to pay associated income tax) must be retained until the for one year only. Therefore, in exceptional discretion to modify the
shareholding requirement is met, and in any event for two years circumstances, the annual maximum formulaic amount payable,
after receipt. award opportunity under the annual bonus to reflect wider financial and
can be up to 175% of base salary business performance,
Awards are subject to malus and clawback provisions.
assuming all 50% of the exceptional max demonstration of leadership
is used and allocated to APP. qualities and our values,
or to take account of
a significant event.
Long-Term Performance Awards of shares may be granted each year, with vesting subject The normal annual maximum award limits The Committee will review
Plan to long-term performance conditions. that may be granted are 350% of salary performance measures for
Purpose and link to for the CEO and 300% of salary for other each award cycle prior to
business strategy: to drive The performance measures which are chosen are those that the Executive Directors. grant to ensure continued
long-term business Committee believes reflect the creation of long-term value within alignment with the
performance, aligning the business. Targets are set for each award with reference to the For each performance measure, Company’s strategy.
Executive Director incentives business plan and strategy. threshold performance will trigger up to As such, different
to key strategic objectives 20% of the award to vest; 100% will vest performance measures,
Participants may receive ordinary dividend equivalent shares on if maximum performance is attained.
and shareholder interests targets and/or weightings
vested shares, from the time the award was made, at the
over the longer term. may be set to reflect the
discretion of the Committee. In exceptional circumstances (such as
business strategy and the
the recruitment of an Executive Director),
Participants must retain vested shares (after any sales to pay regulatory framework
the Committee has the flexibility to award
associated income tax) until the shareholding requirement is met, operating at that time.
up to an additional 50% of base salary as
and in any event for a further two years after vesting. incentives and this can be applied across Awards have a three-year
the APP or the LTPP in any given year performance period
Awards are subject to malus and clawback provisions.
but for one year only. Therefore, in followed by a two-year
exceptional circumstances, the annual holding period post‑vesting.
maximum award opportunity can be up
to 400% of base salary for a CEO role Notwithstanding the level
and 350% of salary for other Executive of award achieved, the
Directors assuming all 50% of the Committee has the
exceptional max is used and allocated discretion to modify the
to LTPP. formulaic amount vesting,
to reflect wider financial
and business performance,
demonstration of
leadership qualities
and our values, or
to take account of
a significant event.
Malus and clawback

The Committee has discretion to determine whether exceptional circumstances exist which justify whether any or all of an award should be forfeited, even if already paid.
Examples of exceptional circumstances include, but are not limited to:
• discovery of a material misstatement resulting in an adjustment in the audited accounts of the Company or any Group company;
• the assessment of any performance condition, or condition in respect of a payment or award under the APP or LTPP, that was based on error, inaccurate or misleading
information;
• the discovery that any information used to determine the APP or LTPP award was based on error, inaccurate or misleading information;
• action or conduct of a participant which amounts to fraud or gross misconduct;
• event or behaviour of a participant leading to the censure of the Company by a regulatory authority or has had a significant detrimental impact on the reputation of any
Group company, provided that the Board is satisfied that the relevant participant was responsible for the censure or reputational damage and that the censure or reputational
damage is attributable to the participant; and
• a material failure or risk management and/or corporate failure.
Where the Committee in its absolute discretion determines that exceptional circumstances exist that justify doing so:
• in respect of all or part of an award that has yet to be paid or vested (‘malus’), as applicable, the Committee may determine the award, or part of it, will be forfeited; and
• in respect of all or part of an award that has been paid or has vested (‘clawback’), as applicable, the Committee may determine the award, or part of it, will be forfeited and
may reclaim an amount considered appropriate through means deemed appropriate to those specific circumstances.
APP – cash Malus applies in the year the bonus is earned and clawback for two years thereafter
APP – deferred shares Malus applies until the end of two years following the financial year in which the bonus is earned and clawback for two years thereafter
LTPP Malus applies up to vesting and clawback during the two-year holding period

Directors’ Remuneration Policy continued
Shareholding requirement – in employment

The requirement of Executive Directors to build up and hold a significant value of National Grid shares ensures they share a significant level of risk with shareholders and aims to
align their interests. Executive Directors are required to build up and retain shares in the Company. The level of holding required is 500% of salary for the CEO and 400% of
salary for the other Executive Directors. Unless the shareholding requirement is met, Executive Directors will not be permitted to sell shares, other than to pay income tax
liabilities on shares just vested or in exceptional circumstances approved by the Committee.
Shareholding requirement – post employment
The requirement of Executive Directors to continue to hold National Grid shares after leaving ensures they continue to share a risk with shareholders and maintain alignment with
shareholders’ interests. Executive Directors will be required to hold 200% of base salary calculated at their leaving date, or maintain their actual holding percentage if lower, expressed
as a number of shares and held for a period of two years. This calculation excludes the value of any awards not yet vested for ‘good leavers’ that will vest according to the normal
schedule and which in any event must be held for a two-year period. The calculation will include recently vested LTPP awards or APP awards paid as shares which are subject to
respective two-year holding periods, even after employment.
Until the post-employment shareholding requirement is met, Executive Directors will not be permitted to sell shares, other than to pay income tax liabilities on shares just vested
or in exceptional circumstances approved by the Committee.
Our peer group

The Committee reviews its Remuneration Policy against appropriate peer groups annually to make sure we remain competitive in the relevant markets. The primary focus for
reward market comparisons is currently the FTSE 11 − 40 for UK-based Executive Directors and US general industry and US energy services companies with similar levels of
revenue for US-based Executive Directors. These peer groups are considered appropriate for a large, complex, international and predominantly regulated business. The
Committee may amend the peer group and reference other peer groups as deemed appropriate.
Policy tables – Non-executive Directors (NEDs)

Performance metrics,
weighting and time
Element Operation Maximum levels period applicable
Fees for NEDs NED fees (excluding those of the Chair) are set by the There are no prescribed Not applicable.
Purpose and link to business Group Executive Committee in conjunction with the Chair. maximum fee levels although fee
strategy: to attract NEDs who have The Chair fees are set by the Committee. increases are generally aligned to
a broad range of experience and salary increases received by other
skills to oversee the implementation Fee structure: Company employees and market
of our strategy movement for NEDs of
• Chair fee (all inclusive);
companies of similar scale and
• basic fee;
complexity.
• Committee chair fee;
• Committee membership fee; The cost of benefits provided to
• Senior Independent Director fee; and the Chair is not subject to a
• additional Board responsibilities. predetermined maximum since
the purchase cost will vary from
Fees are reviewed every year taking into account those in
year to year.
companies of similar scale and complexity.
The Chair is eligible to receive benefits as deemed
appropriate and necessary in respect of the role, which
may include, for example, private medical and personal
accident cover, the use of a company car and driver, and
financial advice.
NEDs do not participate in incentives, pension or any
other benefits. However, they are eligible for
reimbursement for all Company-related travel expenses.
In instances where these costs are treated by HMRC as
taxable benefits, the Company also meets the associated
tax cost to the Non-executive Directors through a PAYE
settlement agreement with HMRC.
NEDs who also sit on National Grid subsidiary boards may
receive additional fees related to service on those boards.
Legacy arrangements
For the avoidance of doubt, the Committee may approve payments to satisfy commitments agreed prior to the approval of this Remuneration Policy,
for example, those outstanding and unvested incentive awards which have been disclosed to shareholders in previous Remuneration Reports and any
commitment made to a person before that person became an Executive Director.
Operation of the policy

The Committee reviews annually the overall appropriateness and relevance of the Remuneration Policy and whether any changes should be put to
shareholders. Decisions on the measures and targets for performance-related pay (APP and LTPP) and payouts are made taking account of overall
financial and business performance. A member of the Audit & Risk Committee is required to be a member of the Committee and this ensures the
Committee receives knowledgeable input on setting financial measures and assessing outturns including any adjustments and judgements considered by
the Audit & Risk Committee. The Committee also works closely with the People & Governance Committee in respect of pay and conditions of newly
appointed Directors to ensure their remuneration is within Policy. The Committee will also link in with the Employee Share Schemes Sub-Committee as
required. Consistent with the UK Corporate Governance Code, members of the Remuneration Committee are independent Non-executive Directors who
do not receive any variable remuneration and do not participate in decisions about their own remuneration.

Other features of the Remuneration Policy
Policy on recruitment remuneration
Salaries for new Executive Directors appointed to the Board will be set in accordance with the terms of the approved Remuneration Policy in force at the
time of appointment, and in particular will take account the appointee’s skills, experience and the scope and assessment of the market rate for the role.
Where appropriate, salaries may be set below market level initially, with the Committee retaining discretion to award increases in salary in excess of the
wider workforce and inflation to progressively bring the salary up to the market level over time, where this is justified by individual and Company
performance. Any such increases will be disclosed accordingly, along with a supporting rationale where appropriate.
Benefits consistent with those offered to other Executive Directors under the approved Remuneration Policy in force at the time of appointment will be
offered, taking account of local market practice. The Committee may also agree that the Company will meet certain recruitment costs, for example legal
fees, certain relocation expenses or provide tax equalisation as appropriate.
Pension contributions for new Executive Directors appointed to the Board will be set in accordance with the terms of the approved Remuneration Policy
in force at the time of appointment.
Ongoing incentive pay (APP and LTPP) for new Executive Directors will be in accordance with the approved Remuneration Policy in force at the time of
appointment. This means the normal maximum APP award in any year would be 125% of salary and the normal maximum LTPP award would be 350%
of salary for the CEO and 300% of salary for other Executive Directors. In exceptional recruitment circumstances, the Committee has the flexibility to
award up to an additional 50% of basic salary as incentive pay and this can be applied across the APP/LTPP in any given year but for one year only.
The total maximum variable pay in any year will be 525%, excluding any buyout awards.
For an externally appointed Executive Director, the Company may offer additional cash or share-based payments that it considers necessary to buy out
current entitlements from the former employer that will be lost on recruitment to National Grid. Any such arrangements would, so far as practicable, reflect
the delivery mechanisms, time horizons and levels of conditionality of the remuneration lost. In order to facilitate buy-out arrangements, existing incentive
arrangements will be used to the extent possible, although awards may also be granted outside of these shareholder-approved schemes if necessary and
as permitted under the Listing Rules.
For an internally appointed Executive Director, any outstanding APP awards will be determined according to the original terms but paid at the end of the
year. Any outstanding LTPP awards will be paid according to the original terms.
Fees for a new Chair or Non-executive Director will be set in line with the approved Policy in force at the time of appointment.
Service contracts/letters of appointment

In line with our Policy, all Executive Directors have service contracts which are terminable by either party with 12 months’ notice commencing immediately
after announcement. Non-executive Directors are subject to letters of appointment. The Board Chair’s appointment is subject to six months’ notice by
either party; for other Non-executive Directors, notice is one month. Both Executive Directors and Non-executive Directors are required to be re-elected at
each AGM.
Examples of circumstances which could trigger ‘good leaver’ treatment include: redundancy, retirement, illness, injury, disability and death. In these
circumstances, awards will be released to the departing Executive Director or, in the case of death, to their estate. Long-term share plan awards held by
‘good leavers’ will normally vest, subject to performance measured at the normal vesting date and be reduced pro-rata for completed time of service
starting on the date of grant, as per the plan rules. Such awards would vest at the same time as for other participants, apart from circumstances in which
the award recipient has died, in which case the awards may vest as soon as practicable (based on a forecast of performance).
At the Committee’s discretion, the Company may also agree other payments such as an agreed amount for legal fees associated with the departure of
the Executive Director and outplacement support.
No compensation would be paid for loss of office of Directors on a change of control of the Company.
No compensation is payable to the Chair or Non-executive Directors if they are required to stand down or are not re-elected at the AGM.
Copies of Directors’ service contracts and letters of appointment are available for inspection at the Company’s registered office.
Policy on payment for loss of office
The contracts contain provisions for payment in lieu of notice, at the sole and absolute discretion of the Company. Such contractual payments are limited
to payment of salary only for the remainder of the notice period. In the UK, such payments would usually be phased on a monthly basis, over a period not
greater than 12 months, and the Executive Director would be expected to mitigate any losses where employment is taken up during the notice period. In
the US, for tax compliance purposes, the policy is to make any payment in lieu of notice as soon as reasonably practicable, and in any event within two
and a half months of the later of 31 December and 31 March immediately following the notice date.
In the event of a UK Director’s role becoming redundant, statutory compensation would apply and the relevant pension plan rules may result in the early
payment of an unreduced pension. On termination of employment, no APP award would generally be payable. However, the Committee has the
discretion to deem an individual to be a ‘good leaver’, in which case a pro-rata discretionary payment could be paid, based on performance (as measured
at the end of the financial year) and the achievement of individual objectives during the financial year up to termination.

Directors’ Remuneration Policy continued
In the UK, any discretionary payment would generally be paid at the normal time. In the US the payment may be made earlier if required for tax
compliance purposes, in which case the Committee would apply discretion to determine an appropriate level of financial performance. Examples of
circumstances which could trigger ‘good leaver’ treatment include redundancy, retirement, illness, injury, disability and death. The Committee may apply
discretion to determine if any pro-rata discretionary payment should be made sooner than it would normally be paid, for example, in the case of death.
On termination of employment, outstanding awards under the share plans will be treated in accordance with the relevant plan rules approved by
shareholders. Unvested share awards would normally lapse. ‘Good leaver’ provisions apply at the Committee’s discretion and in specified circumstances.
External appointments
Executive Directors may, with the approval of the Board, accept one external appointment as a Non-executive Director of another company and retain
any fees received for the appointment. Experience as a board member of another company is considered to be valuable personal development, which in
turn is of benefit to the Company.
Corporate and share capital events

The Group’s employee share plans (including the LTPP) contain standard provisions that allow awards (and where relevant their exercise prices) to be
adjusted, or in some cases vest or be exchanged, on the occurrence of a corporate or share capital event such as a capitalisation or rights issue,
sub-division, consolidation or reduction of share capital, demerger, special dividend or distribution, listing or change of control, normally at the discretion
of the Committee.
Total remuneration opportunity

The total remuneration for each of the Executive Directors that could result from the 2022 Remuneration Policy under three different performance levels
(below threshold, when only fixed pay is receivable, on target and maximum) is shown below. The maximum receivable assuming 50% share price growth
(or a reduction) in LTPP awards over a three-year performance period, and the basis for this calculation, is set out in the notes below.
John Pettigrew Andy Agg
Fixed pay 100% £1,439 Fixed pay 100% £855

On target 33% 15% 52% £4,416 On target 33% 17% 50% £2,618
Maximum 21% 21% 58% £6,628 Maximum 22% 23% 55% £3,930
Fixed pay APP LTPP Fixed pay APP LTPP
Notes:
1. Fixed pay consists of salary, pension and benefits in kind as provided under the Remuneration Policy. Salary is that to be paid in 2022/23, taking account of the increases
that will be effective from 1 July 2022 as shown on page 129. Benefits in kind and pension are as shown in the Single Total Figure of Remuneration table for 2021/22 on
page 114.
2. APP calculations are based on 125% of salary for the period 1 April 2022 to 31 March 2023. APP payout is 0% for threshold performance, 50% for on-target performance
and the maximum of 100% is for achieving stretch.
3. LTPP calculations are based on awards with a face value of 350% of 1 July 2022 salary for John Pettigrew and 300% of 1 July 2022 salary for Andy Agg. LTPP payout
is 20% for threshold performance and the maximum of 100% is for achieving stretch and straight line vesting between. Excludes changes in share price and
dividend equivalents.
4. For LTPP calculations, assuming either a 50% share price growth (or reduction) over the three-year performance period, the increase (or decrease) in LTPP value and
maximum total compensation for each of the Executive Directors would be (all amounts expressed as £’000):
• John Pettigrew: LTI value would increase (or decrease) from £3,824 to £5,736 (or £1,912) and maximum total compensation would rise (or reduce) from £6,628 to
£8,540 (or £4,716) respectively
• Andy Agg: LTI value would increase (or decrease) from £2,157 to £3,236 (or £1,079) and maximum total compensation would rise (or reduce) from £3,930 to £5,008
(or £2,809) respectively.
Consideration of remuneration policy elsewhere in the Company

The design and implementation of executive remuneration takes into consideration the wider workforce context and remuneration strategy to ensure they are
mutually reinforcing. Our executive Remuneration Policy is well aligned to policies for our non-unionised workforce, and the Committee actively considers
employee feedback and views on executive pay. The Company issues an employee engagement survey each year, which includes remuneration as a topic, and
regularly engages with employees on a variety of topics including remuneration to ensure employees have an opportunity to share their feedback and views.
All employees are entitled to base salary, benefits, and pension contributions. The approach to assessing salaries, benefits, pensions and other elements
of remuneration is consistent across the Group with an objective to ensure they remain competitive at relevant mid-market levels for all job bands/roles,
including roles that are subject to union negotiation. We are pleased to report that National Grid continues to be accredited by the Living Wage
Foundation as a real Living Wage employer for our UK businesses (excluding the recent acquisition of WPD). Further plans and efforts are underway to
achieve equivalent accreditations for WPD and the rest of our global businesses in the US.
Middle to senior leaders are eligible to participate in our long-term incentive plans either through performance share awards or restricted share awards
(under the LTPP) to incentivise and reward their individual contributions toward the Company’s longer-term strategic priorities. Performance measures for
the LTPP are consistent with measures set for Executive Directors to ensure strong alignment and focus on the Company’s strategic goals.
Across the wider workforce, a greater emphasis and focus is placed on delivery of the Company’s annual operational and financial business plans. As such,
the majority of employees are eligible to participate in the APP. Performance measures for annual incentives are cascaded through the organisation and
designed to ensure they incentive elements of business performance within an individual’s control and are aligned to employee’s annual goals. All Company
employees are encouraged to become shareholders through a number of all-employee share plans and a significant proportion of our employees
participate annually. These plans include Sharesave and the SIP in the UK and the 401(k) and 423(b) plans in the US which are summarised on page 124.

Implementation of the Remuneration Policy for 2022/23
The Remuneration Policy to be adopted at the 2022 AGM, subject to shareholder approval, will be implemented during 2022/23 as outlined below:
Salary and pensions
Salary increases will normally be in line with the increase awarded to other employees in the UK and the US, subject to performance. Higher salary increases
may also be awarded for a change in responsibility. Additionally, in line with the Policy on recruitment remuneration, salaries for new directors may be set
below market level initially and aligned to market level over time (provided the increase is merited by the individual’s contribution and performance).
As explained in the Chair’s statement, for 2022 a salary increase of 3.75% for John Pettigrew and 6.5% for Andy Agg will be awarded, effective from
1 July 2022.
From 1 July 2022 From 1 July 2021 % increase
John Pettigrew £1,092,500 £1,053,000 3.75%
Andy Agg £719,000 £675,000 6.5%
The pension contribution for new and existing Executive Directors has been set to 12% effective 1 April 2022, in line with pension contribution rates for
the UK wider workforce.
2022/23 Annual Performance Plan

The 2022/23 APP measures will be split across financial measures, operational measures and individual objectives, weighted 70%, 15% and 15%
respectively. The increase in the financial element of the APP this year reflects a balancing of operational measures which total 15% (versus 20% in
2021/22) and individual objectives which total 15% (versus 20% in 2021/22). The maximum APP award for both the Executive Directors for 2022/23
is 125% of basic salary, in line with the Policy, subject to shareholder approval.
Measure Weighting
Financial measures Underlying EPS 35%
Group RoE 35%
Operational measures Customers: Group Customer Satisfaction Index 5%
Colleagues: Group Having a Voice Index 5%
Diversity, Equity, and Inclusion: % Diversity of Strategic Leadership Group (top ~110 leaders) 5%
Individual objectives 15%
Financial measures
Underlying EPS and Group RoE have been retained as financial measures in the 2022/23 APP. In both measures for remuneration purposes, the part
year contributions of UK Gas Transmission are included in the performance targets. Group RoE remains a relevant and key measure of performance as
a primarily regulated asset-based company. In the short-term (APP), Group RoE targets are set to ensure strong in year returns and operational results.
An ‘annual profit’ measure in the APP also remains key, given in particular the importance of regulated earnings to the business strategy. Underlying EPS
is a well-understood and established measure internally and externally, and as such remains the most appropriate APP earnings measure for the
business. Similar to Group RoE, annual target setting considers specific challenges and opportunities in the year ahead and is flexed accordingly whilst
remaining consistent with our longer-term performance goals. Financial APP targets are considered commercially sensitive and consequently will be
disclosed in the 2022/23 Directors’ Remuneration Report.
Operational measures
The 2022/23 APP operational measures are designed to incentivise key annual priorities aligned to the Company’s strategy as a responsible business and
broader ESG goals and are weighted equally across three key measures focused on customers, colleagues and DEI. Operational measures will continue
to be assessed on a four-point scale (not met, partially achieved, achieved and over-achieved) based on quantifiable targets and qualitative outcomes to
reflect a balanced assessment of performance.
The Group Customer Satisfaction Index is an equally weighted index of quantifiable and predominantly externally measured customer satisfaction scores/
measures across each of the Company’s business units. The inclusion of a customer measure in the APP reflects the strategic importance and focus on
delivering excellent service and business outcomes for customers. The colleague ‘Having a Voice’ measure is a quantitative Group wide index from our
annual Company-wide employee survey of more than 30,000 colleagues. The index measures the level of transparency and cultural openness in the
organisation – a key area of focus for us. Specifically, the year ahead will maintain a strong focus on embedding the Company’s purpose, values, and
culture as part of the deeper integration of WPD as well as continue to evolve the culture and ways of working across the Group. The diversity measure is
a quantifiable target for the level of diversity in the strategic leadership group (SLG ~ top 110) in line with a key strategic priority to build a strong, diverse,
and inclusive strategic leadership team and pipeline of talent to support the delivery of the Company’s strategy.
Individual objectives
The Committee has approved individual objectives for the Executive Directors in line with key strategic and operational priorities for the year ahead. John
Pettigrew’s individual objectives for 2022/23 are focused on: 1) delivery of the enterprise-wide transformation; 2) execution of the Company and Board’s
strategic blueprint; and 3) development and progression of a diverse, inclusive, strategic leadership group talent and capabilities. Andy Agg’s annual
performance objectives are focused on: 1) management of the portfolio repositioning, credit strategy, and investor sentiment; 2) achievement of key
regulatory outcomes (ED2) and performance; and 3) progression of the Finance function’s transformation and talent agenda.

How our Remuneration Policy will be implemented in 2022/23
2022 Long Term Performance Plan

The 2022 LTPP performance measures and weightings for all Executive Directors comprise two equally weighted financial measures totalling 80% and
two equally weighted net zero transition measures with a combined weighting of 20% as outlined in the table below. The maximum 2022 LTPP award
is 350% and 300% of base salary for John Pettigrew and Andy Agg respectively, in line with the proposed Policy, subject to shareholder approval.
LTPP targets and performance are measured over the entire three-year performance period, which for the 2022 LTPP is 1 April 2022 – 31 March 2025.
Subject to approval by the shareholders at the 2022 AGM, the 2022 Remuneration Policy and the LTPP plan rules (approved at the July 2021 AGM that
reflect updates to align to market practice and good governance, in particular for malus and clawback provisions) would apply to the 2022 LTPP awards.
Measure Weighting
Financial measures Cumulative three-year Underlying EPS 40%
Group RoE 40%
Net zero transition measures National Grid Scope 1 emissions 10%
Enablement of net zero transition: Strategic initiatives (Scope 2 and 3) 10%
Financial measures
LTPP financial measures are selected to reflect key drivers of the Company’s longer-term strategy and value creation for shareholders. Given the primarily
regulated and long-term nature of our businesses, earnings growth and sustainable investment returns are important measures of long-term shareholder
value creation. Whilst we recognise our short-term (APP) and long-term (LTPP) financial measures are similar, we believe these are the right measures to
support delivery of the business strategy and the resultant creation of shareholder value. The combination of annual and long-term earnings and returns
measures act together to incentivise strong operational delivery in a year, and long-term efficient asset growth and a sustainable dividend. As such,
the 2022 LTPP financial measures are designed to incentivise different elements of performance over the long term as compared to the short term.
Specifically in LTPP, Group RoE is averaged across the three-year performance period with targets set to ensure the company delivers sustainable
performance for shareholders. Similarly, the Underlying EPS measure is a cumulative measure that sums Underlying EPS for the three years in the LTPP
performance period and sets out to incentivise sustainable long-term earnings growth and value creation for shareholders. As such, LTPP Underlying EPS
targets have been set in line with the Company’s five-year investor frame with target performance aligned to the top end of the range. The LTPP
Underlying EPS measure will not be subject to the technical adjustments made in annual Group EPS measure.
Below are the performance ranges for the financial measures in the 2022 LTPP. The targets have been set in consideration of the forthcoming RIIO-ED2
final determination, the portfolio transactions and the Company’s forward Strategic Business Plan.
Financial performance measures Threshold Maximum

Weighting 20% vesting 100% vesting
Cumulative 3 year Underlying Group EPS 40% 199 p 217 p
Group RoE 40% 9.50% 10.75%
Notes: Vesting between threshold and maximum will be on a straight-line basis. The calculation for the Group RoE measure will reflect the updated methodology from 2021/22
going forward as outlined on page 277 of the Annual Report. Targets assume UK Gas Transmission minority stake is treated as a discontinued operation from start of 2023/24.
Underlying EPS growth reflects the cumulative summation of the Underlying EPS results for each of the three years in the performance period; 2022/23, 2023/24 and 2024/25.
Net zero transition measures

The net zero transition measures set out targets and outcomes to achieve 1) reductions in the Company’s direct Scope 1 emissions and 2) enable the
broader net zero energy transition to achieve reductions in Scope 2 and Scope 3 emissions through greater reliance on low carbon/renewable energy
sources in line with goals set out in our RBC.
The reduction of Scope 1 emissions target is a cumulative measure aligned to meet the Company’s 2030 goals and the SBTi (Science Based Target
initiative) well below 2°C pathway. The Scope 1 reduction target excludes Long Island Power Authority (LIPA) generation asset emissions as management
do not have direct control over decisions to run the assets. In recent years, LIPA operation has been well above predicted levels driven by regional factors
including availability of local supply. Broader considerations and actions regarding the longer term for LIPA have been incorporated into the second
measure as part of enabling the net zero transition.
Threshold Maximum
Net zero transition measures Weighting 20% vesting 100% vesting
Reduction of Scope 1 emissions 10% -50 ktCO2e -117 ktCO2e
Note: Target represents cumulative savings as measured against the 2022 Scope 1 emissions baseline. These targets include best current estimates of the addition of WPD
and removal of the UK Gas Transmission and US Rhode Island businesses.

How our Remuneration Policy will be implemented in 2022/23
The second measure reflects National Grid’s role in enabling the net zero transition to a carbon neutral future by 2050. This measure will assess delivery
against key net zero strategic priorities and quantified outcomes that underpin the Company’s strategy to enable a net zero future by 2050. There are
four key areas of focus; 1) US energy-efficiency programmes and generation; 2) UK net zero transmission strategy including interconnectors and
transmission investment to connect offshore wind; 3) US future of gas strategy including the transition to renewable natural gas (RNG), hydrogen, and
hybrid/electrification of heat; and 4) low-carbon electricity distribution investment in line with government and regulatory plans. Assessment of this
measure will be based on a four-point scale (not met, partially achieved, achieved and over-achieved) based on delivery of quantifiable and qualitative
outcomes to reflect a balanced assessment of performance.
Fees for NEDs

Non-executive Director fees were reviewed mid-year in light of the Board Committee and membership changes to ensure alignment to the market and
simplify the fee structure. The fee increases will be effective from 1 January 2022 and paid retrospectively as of 1 July 2022.
From 1 January 2022 From 1 July 2021
Role % increase vs 2021
(£’000) (£’000)
Chair 700.0 700.0 0.0%
Senior Independent Director 30.0 23.6 27.1%
71.1 (UK based) 12.5%
Board fee 80.0
84.4 (US based) -5.2%
Chair Audit & Risk Committee 31.9 31.9 0.0%
Chair Remuneration Committee 30.0 31.9 -6.0%
Chair other Committees (Finance, Safety & Sustainability) 25.0 24.4 2.5%
Audit & Risk Committee member 23.0 11.0 109.1%
Remuneration Committee member 18.0 11.0 63.6%
Other Committee member (Finance, Safety & Sustainability, People &
Governance) 15.0 11.0 36.4%
Note: For the People & Governance Committee, no fees are paid for the Committee Chair, the Senior Independent Director or the Board Chair.
The Directors’ Remuneration Report has been approved by the Board and signed on its behalf by:
Ian Livingston
Committee Chair
18 May 2022

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Governance at a glance 86

UK Corporate Governance Code 2021/22

84 National Grid plc Annual Report and Accounts 2021/22

The Company is subject to the Principles and Provisions of the

ethnic minority Average % of issued

employee engagement dividend per ordinary 2. Division of responsibilities

86 National Grid plc Annual Report and Accounts 2021/22

National Grid plc Annual Report and Accounts 2021/22 87

Group General Counsel &

Andy Agg (52) Liz Hewitt (65) Ian Livingston (57)

88 National Grid plc Annual Report and Accounts 2021/22

A Audit & Risk Committee

A R S S P P People & Governance

Jonathan Silver (64) Tony Wood (56) Martha Wyrsch (64)

National Grid plc Annual Report and Accounts 2021/22 89

Director Attendance Director Attendance Director Attendance

90 National Grid plc Annual Report and Accounts 2021/22

Audit & Risk People & Remuneration Finance Safety &

Group Executive Committee

Sub-committees and other management committees

Our Group Executive Committee Governance structure

National Grid plc Annual Report and Accounts 2021/22 91

Board focus during the year

Our stakeholders considered in Board discussions

Colleagues Investors Regulators Communities Customers Suppliers

Key matters considered Outcome

92 National Grid plc Annual Report and Accounts 2021/22

Political and regulatory environment

National Grid plc Annual Report and Accounts 2021/22 93

Key matters considered Outcome

People and culture

94 National Grid plc Annual Report and Accounts 2021/22

National Grid plc Annual Report and Accounts 2021/22 95

Workforce engagement Committee focused These included an Audit & Shareholder engagement

96 National Grid plc Annual Report and Accounts 2021/22

Focus area Board actions for 2022/23

National Grid plc Annual Report and Accounts 2021/22 97

Ian Livingston Martha Wyrsch

Anne Robinson Tony Wood

Induction area Provided by Topics covered Attended by

Governance Chair of the Board • Priority areas for the Board

98 National Grid plc Annual Report and Accounts 2021/22

Year in review emerging leaders, and to identify where we need

National Grid plc Annual Report and Accounts 2021/22 99

Our Board diversity Diversity policy objectives – progress update

Our Policy determines that:

Role of the Committee Engagement

National Grid plc Annual Report and Accounts 2021/22 101

Significant issues/judgements relating to the financial statements

Matter considered Factors and reasons considered, including financial outcomes

102 National Grid plc Annual Report and Accounts 2021/22

Matter considered Factors and reasons considered, including financial outcomes

National Grid plc Annual Report and Accounts 2021/22 103

Risk management and The Committee Chair signed the updated

104 National Grid plc Annual Report and Accounts 2021/22

National Grid plc Annual Report and Accounts 2021/22 105

106 National Grid plc Annual Report and Accounts 2021/22

Review of the year Insurance

National Grid plc Annual Report and Accounts 2021/22 107

Dear shareholders, To do this, we set out to answer several

Governance at a glance 86

A R S S P P People & Governance