Maintaining An Effective Board

Governance Structure

An important element of corporate governance is the governance structure that is in place to manage and control the activities of the Group and this is set out below. Details of the composition of the Board and their roles are set out on pages 54 - 56.

As Company Secretary, Kirstie Cove, supports the Board with compliance and governance matters. The Board will continue to review this structure as part of its Board effectiveness reviews.

Board composition and roles

During the year Gillian Kent stepped down from the role of Non-Executive Director and chair of the remuneration and nominations committees after 8 years of service. Chris Higham was also appointed to the Board as Chief Financial Officer (CFO) after serving as acting CFO since August 2021.

The Board now comprises the Non-Executive Chair, two independent Non-Executive Directors and two Executive Directors. Their biographies can be found on pages 49 - 50. The Board believes that the current Board composition provides the skills and experience necessary to meet the Group's needs, given its size and nature.

There is a clear separation of the roles of Non- Executive Chair and Executive Directors.

Role of the Chair

The Chair, Tim Aspinall, is responsible for leading the Board, ensuring it is focusing on strategic matters and setting high governance standards. The Chair adopts a leading role in determining the composition and structure of the board and promotes and oversees the highest standards of corporate governance within the Board and the Group. He plays a pivotal role in fostering the effectiveness of the Board and individual Directors, both inside and outside the board room, encouraging an open, inclusive discussion which challenges executives, where appropriate. The Chair promotes constructive relations between the Non-Executive Directors and Executive Directors, facilitating open debate, active engagement and effective contribution by all members of the Board. He sets an agenda for the Board which is forward looking and focuses on strategic matters. He is also responsible for ensuring effective communication with shareholders and representing the Group with external parties.

Role of the CEO

The Group CEO, James Saralis, is accountable, and reports to, the Board and is responsible for leading the management team in the day-to-day running of the Group’s business, implementing its long and short-term plans, and executing the strategy and commercial objectives agreed by the Board. The Group CEO chairs the Group Executive, leading them to maximise the performance of the business and acts as liaison between the Executive and the Board, communicating its decisions and recommendations to the Board as well as reporting progress to the Board in the execution and delivery of strategic objectives. The CEO supports the Chair with stakeholder and shareholder management, ensuring the Board is made aware of the views of these stakeholders on business issues. He also supports the Chair in ensuring that appropriate standards of governance apply through all parts of the Group, providing clear leadership on responsible business conduct and maintaining a positive and inclusive company culture; setting an example to the Group’s people and other key stakeholders.

Role of the CFO

The Group CFO, Chris Higham, is responsible for managing the financial and risk actions of the Group and supporting the Group CEO in ensuring the development and execution of strategies to grow shareholder value. He provides strong, functional leadership to the Group’s finance department, including in matters of financial reporting, tax, treasury, pensions and investor relations and supports the CEO with his responsibilities for senior manager appointments and development and fostering good working relationships with the Executive team. He supports the Group CEO in ensuring that management fulfils its obligation to provide the Board with accurate, timely, balanced and clear financial information and other relevant KPIs in a form and of a quality that will enable it to discharge its duties effectively. The Group CFO also supports the Group CEO in representing the Group to its shareholders and providing regular updates on business performance and strategic developments.

Non-Executive Directors

The Non-Executive Directors, Sally Tilleray and Brian Phillips, provide positive challenge as an essential aspect of good governance and, using their wider experience outside of the Group, give constructive feedback on policies and proposals put forward by the Executive Directors. They Chair the Board Committees to provide independent oversight of these important areas of governance.

Board meetings

Board meetings were attended both virtually and in person throughout the year.

The Board met seven times during 2022 and the meetings last for approximately half a day. In addition to this, all Directors attend the Group’s Annual General Meeting. Additional meetings or conference calls are convened as required. Members of the Board also chair and sit on the Board committees and these each have their own time commitments.

The following table shows the Directors’ attendance at Board and Committee meetings during the year:

	Board	Audit	Remuneration	Nomination
Tim Aspinal	7/7	N/A	3/3	1/1
James Saralis	7/7	N/A	N/A	N/A
Chris Higham	2/2	N/A	N/A	N/A
Gillian Kent	6/6	3/3	2/2	1/1
Sally Tilleray	7/7	4/4	3/3	1/1
Brian Phillips	7/7	4/4	3/3	1/1

Board Effectiveness

Members of the Board maintain membership of a number of professional bodies and ensure their skill sets are constantly developed. As part of our ongoing commitment to staff development, Executive Directors and senior leaders have personal development programmes which include mentoring and attendance at high level leadership programmes. In addition, they receive individual support for specific and identified development needs to ensure they are kept up to date on relevant legal developments or changes in best practice.

The Nominations Committee is responsible for considering the make-up of the Board and identifies any succession planning requirements.

No individual or group dominates the Board’s decision-making processes.

The Chair annually reviews the contributions of Board members, with a focus on ensuring effectiveness and relevance. The Board periodically reviews its effectiveness and performance as a unit to ensure that it is operating collectively in an efficient, informed, productive and open manner.

As stated in the 2021 Governance Statement, the Board undertook an evaluation of its effectiveness in 2021 which was supervised by the Company Secretary and concluded that the Board operates effectively and its structures and procedures are appropriate for the current situation of the Group. The Board plans to conduct the next review into its effectiveness in the second half of 2023. The results of this review will be presented in the Group’s financial statements for the financial year to 31 December 2023.

Internal Control

The Group has implemented policies on internal control and corporate governance. These have been prepared in order to ensure that:

• proper business records are maintained and reported on, which might reasonably affect the conduct of the business;
• monitoring procedures for the performance of the Group are presented to the Board at regular intervals;
• budget proposals are submitted to the Board no later than one month before the start of each financial year;
• accounting policies and practices suitable for the Group’s activities are followed in preparing the financial statements;
• the Group is provided with general accounting, administrative and secretarial services as may reasonably be required; and
• interim and annual accounts are prepared and submitted in time to enable the Group to meet statutory filing deadlines.

The Group continues to review its system of internal control to ensure compliance with best practice, whilst also having regard to its size and the resources available. The Board considers that the introduction of an internal audit function is not appropriate at this juncture, although the Group finance team has implemented a series of internal control reviews and reports the outcomes of these to the Audit & Risk Committee.

Board Committees

To assist in carrying out its duties the Board has set up a number of committees, including the Audit & Risk Committee, the Remuneration Committee and the Nomination Committee. Each committee has formally delegated duties and responsibilities with written terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises. An explanation of the responsibilities and composition of the committees is set out below and the terms of reference can be downloaded from our website.

Audit & Risk Committee

The Audit & Risk Committee consists of:

• Sally Tilleray (Chair)
• Brian Phillips

The Audit & Risk Committee is expected to meet formally at least three times a year and otherwise as required. It has responsibility for ensuring that the financial performance of the Group is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Group (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors.

Remuneration Committee

The Remuneration Committee consists of:

• Brian Phillips (Chair)
• Tim Aspinall
• Sally Tilleray

The Remuneration Committee is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Group’s policy on the remuneration packages of the Company’s Chair, the Executive and Non-Executive Directors, the Company Secretary and other senior executives. The Remuneration Committee also has responsibility for:

• determining the total individual remuneration package of the Chair and each Executive Director (including bonuses, incentive payments and share options or other share awards); and
• determining the total individual remuneration package of the Company Secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Group’s policy and in consultation with the Chair of the Board and/or the Executive Director. No director or manager may be involved in any discussions as to their own remuneration.

No director or manager may be involved in any discussions as to their own remuneration.

Nomination Committee

The Nomination Committee consists of:

• Tim Aspinall (Chair)
• Sally Tilleray
• Brian Phillips

The Nomination Committee is expected to meet not less than once a year and at such other times as required. It has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board, and giving full consideration to succession planning.

It also has responsibility for recommending new appointments to the Board.

Accountability and Stakeholders

The Board considers that the 2022 Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders

to assess the Company’s position and performance, business model and strategy. Details of how we do this are also explained in the Audit & Risk Committee report.