Corporate Governance

Governance

The Board invests a significant amount of time on maintaining high standards of governance, in recognition of the value that sound corporate governance can add to the success and sustainability of the Group’s business.

The Company’s full Corporate Governance Report for 2017/2018 can be read on pages 32 to 35 in the Annual Report and Accounts 2017; the Audit Committee Report is on pages 38 to 40; and the Nomination Committee Report on page 41. The Directors’ Remuneration Report, including an introduction from Helen Stevenson, Chair of the Remuneration Committee, can be read on pages 42 to 61 of the Annual Report and Accounts 2017. The Annual Report and Accounts 2017, and prior years’, can be viewed here.

The Company is required to comply with the UK Corporate Governance Code (April 2016), to the extent that it applied to ‘small-cap’ companies or, in the case of its provisions, explain the reasons for non-compliance. The Code can be read in full on the Financial Reporting Council’s website (www.frc.org.uk).

Division of responsibilities

The roles of Chairman and Chief Executive Officer are separate and distinct, and an appropriate division of responsibilities between the two has been set out in writing and approved by the Board. The Chairman has responsibility for the management of the Board and related matters, whilst the Chief Executive Officer has responsibility for executive leadership of the Group, and for strategy implementation and profit.

Excluding the Chairman, the Company is served by four Independent Non-Executive Directors: Mike Butterworth (Senior Non-Executive Director who also chairs the Audit Committee), Helen Stevenson (who chairs the Remuneration Committee), Nigel Pocklington and David Bell.

The Board invests a significant amount of time on governance issues and its Audit, Nomination and Remuneration Committees performed effectively during 2016/2017.

Performance

The Board confirms, following a performance review, that all of the Directors who stood for re-election at the 2017 AGM continue to perform effectively and demonstrate commitment to their roles.

On appointment, each Director receives an induction appropriate to their previous experience and their knowledge of the markets in which the Group operates.

The future

Going forward, the Board is satisfied that it has an effective and appropriate balance of skills and experience to lead the Company, and that the Group has talented CEOs and Managing Directors at the heart of each business.

Succession planning at Board level and within the Group’s businesses will continue to be considered carefully.

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