Corporate governance

The Company seeks to comply with the provisions and principles of good corporate governance and code of best practice as set out in the Code in so far as it is practicable for a company of its size and structure. As the Company has a standard listing on the London Stock Exchange, it is not required to comply with the principles of corporate governance as set out in the Code. Furthermore, since the Company listed only recently, it has not been practicable to fully comply with the provisions of the Code; however the Board is committed to ensuring the highest standards of corporate governance and will endeavour to achieve full compliance within a reasonable period of time.

The Board is responsible for and committed to maintaining and developing procedures to ensure that good standards of corporate governance operate across all levels of the Group.

Board composition

The Board comprised six Directors through 2016 until 31 October 2016 when Robin Ashton stepped-down as a Director. For the rest of 2016, the Board comprised five Directors, all of whom served throughout 2016, including:

  • Non-Executive Chairman
  • Group Chief Executive
  • 2 Executive Directors
  • 1 Independent Non-Executive Director

On 4 May 2017 it was announced that Niall Booker would join the Board as an independent non-executive director immediately following the conclusion of the Annual General Meeting on 9 May 2017. Mr Booker has joined each of the Board’s Remuneration, Nomination, Risk and Audit Committees and has become Chair of the Audit Committee, replacing Charles Gregson who remains a member of the audit Committee.

The Board and its Committees are considered to have an appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively.

Independence

The Board determines Heather McGregor and Niall Booker are independent Non-Executive Directors. The Board’s assessment is based on the fact that neither receives any additional benefits from the Group, has not previously held an executive role within the Group and has served less than nine years on the Board. The Board believes that there are no current or past matters which are likely to affect their independent judgement and character.

The Board does not consider Charles Gregson to be independent as he is the holder of Founder Shares.

The Board has considered the balance between the independent and non-independent directors and considers it to be satisfactory at this stage in the Company’s life.

Roles and responsibilities of the Board

The Board is responsible to the shareholders for the overall conduct of the Group’s business and for the long-term success of the Company. The Board has established the corporate governance values of the Company and will continue to have overall responsibility for setting the Company’s strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company.

Each of the Directors demonstrates commitment to their respective roles and has sufficient time to meet their commitment to the Company. The Non-Executive Directors’ other significant commitments were disclosed to the Board before their appointment.

Role of Executive Directors

The Executive Directors are responsible for all matters affecting the performance of the Group and for the implementation of strategy, policies, budgets and the financial performance of the Group. The Executive Directors provide specialist knowledge and experience to the Board and successfully lead and manage the risk and finance functions across the Group.

Role of Non-Executive Directors

The Non-Executive Directors are responsible for providing constructive challenge and help develop proposals on strategy. They provide an external focus to the Board’s discussions and continually review Management’s performance.

Each Non-Executive Director has been appointed for fixed periods of three years, subject to confirmation by shareholders. Their letters of appointment may be inspected at the Company’s registered office or can be obtained on request from the Company Secretary. The Board has not appointed a Senior Independent Director, as this provision is not considered to be appropriate due to the relatively small size of the Board and the fact that the Board only includes one independent Non-Executive Director. The Non-Executive Directors are available to shareholders if they have any concerns, which contact through the normal channels of chairman or other executive directors has failed to resolve or for which such contact is inappropriate.

Chairman

The Chairman is responsible for the proper function of the Company’s Board of Directors who oversee the strategic direction of the Group. He set the board meeting agendas with the Company Secretary, to ensure that the Board devotes its attention to the right matters, and facilitates and encourages active engagement and appropriate challenge by all Directors.

The Chairman of the Company is a non-independent executive. The Board believes, however, that it combines a broad range of skills, experience and personalities which secures the necessary level of challenge and insight to enhance executive performance.

Company Secretary

The Company Secretary acts as secretary to the Board and to its Committees. He ensures that all Directors have full and timely access to all relevant information to ensure that fully informed decisions can be reached. He is also responsible for ensuring that correct Board procedures are followed and for advising on governance matters and ensures good information flows within the Board and its Committees and between Senior Management and the Non-Executive Directors. The Company Secretary supports the Chairman in setting the agenda for each Board meeting. The appointment and removal of the Company Secretary is a matter for the Board as a whole.

Matters reserved for the Board

The Board’s full responsibilities are set out in the matters reserved for the Board and its powers and duties are set out in the Company’s articles of association and the relevant regulations applicable to the Company as a public listed company registered in England and Wales.

The Board is primarily responsible for:

  • The overall leadership and setting of values and standards.
  • Determining the strategic direction of the Group, including the approval of the Group’s strategic aims and objectives.
  • Approvals of the annual operating and capital expenditure budgets and any material changes to them.
  • Oversight of the Group’s operations.
  • Review of performance in the light of the Group’s strategic aims, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.
  • Approval of the annual and half-year results.
  • Ensuring adequate succession planning for the Board and Senior Management.
  • Determining the Company’s remuneration policy.
  • Approving major capital projects, acquisitions and divestment.
  • Promoting good governance and seeking to ensure that the Company meets is responsibilities towards all stakeholders.
  • Approval of the Group’s risk management and control framework and the appointment/re-appointment of the Group’s external auditor (following recommendations from the Audit Committee).
  • Approval of internal regulations and policies.
  • The Group’s finance, banking and capital structure arrangements.
  • The Company’s dividend policy.
  • Shareholder circulars, convening of meetings and stock exchange announcements.

Board diversity

The Company recognises the importance of diversity both at Board level and throughout the whole organisation. The Board remains committed to increasing diversity. Consequently, diversity is taken into account during each recruitment and appointment process, working to attract outstanding candidates with diverse backgrounds, skills, ideas and culture.

Conflicts of interest

Directors have a statutory duty to avoid situations in which they have or may have interests that conflict with those of the Company, unless that conflict is first authorised by the Directors. The Companies Act 2006 and the Company’s articles of association require the Board to consider any potential conflicts of interest. The Board considers and, if appropriate, authorises each Director’s reported actual and potential conflict of interest, taking into consideration what is in the best interests of the company and whether the Director’s ability to act in accordance with his or her wider duties is affected. All potential conflicts approved by the Board are recorded in a Conflicts of Interest Register, which is reviewed by the Board at least quarterly to ensure that the procedure is working effectively.

Induction and professional development

The Company has a policy in place to ensure that all new Board appointments receive a full, formal and tailored induction with opportunities to meet major shareholders. Adhering to the requirements of the Code, the Chairman regularly reviews and agrees with each director their training and development needs, taking into account their individual qualifications and experience. The Directors have full access to a regular supply of financial, operational, strategic and regulatory information to help them discharge their responsibilities and keep themselves up-to-date.

Independent advice

All Directors have access to independent professional advice at the Company’s expense and all Board Committees are provided with sufficient resources to undertake their duties.

Election and re-election of Directors

As per the provisions of the UK Corporate Governance Code and the Company’s articles of association, all directors will submit themselves to election by the shareholders at every AGM.