Corporate Governance

Chair’s Introduction

The Company is committed to maintaining high standards of corporate governance and previously adopted the Quoted Companies Alliance Corporate Governance Code 2018 (“the QCA Code 2018”). In November 2023, the Quoted Companies Alliance published its Corporate Governance Code 2023 (“the QCA Code 2023”), which applies to financial year beginning on or after 1 April 2024. The Company decided to adopt the QCA Code 2023 for the year ended 31 May 2025 noting that the Quoted Companies Alliance has provided a transitional period of 12 months to allow companies to make necessary adjustments in adopting the revised principles by providing explanations on gaps to be addressed.

The Company’s approach in relation to complying with each of the ten principles of the QCA Code 2023 is set out below.

Roger McDowell
Chair

Deliver Growth

Principle 1. Establish a purpose, strategy and business model which promote long-term value for shareholders
The Board has established a strategy and business model which seeks to promote long-term value for shareholders. The strategy and business model is set out within the Company’s Annual Report.

Principle 2. Promote a corporate culture that is based on ethical values

Details on the how the Company promotes a corporate culture based on ethical values can be found within the Corporate Governance section of the Company’s Annual Report.

Principle 3. Seek to understand and meet shareholder needs and expectations

An important role of the Board is to represent and promote the interests of the Company’s shareholders as well as being accountable to them for the performance and activities of the Group. The Board believes it is important to engage with its shareholders and aims to do this through presentations, conference calls, face-to-face meetings and the Annual General Meeting. Following the announcement of the Group’s half-year and year-end results, presentations are made to analysts and major shareholders to update them on progress and invite them to ask questions. The Board has also introduced the use of online real time webcasting of its results presentations which enables all interested parties, including private shareholders, to access information and to ask questions of Executive Directors. The Board is updated on the latest shareholder information by the receipt of shareholder register movements, analyst reports and feedback from the Company’s brokers and Financial PR Advisers following investor road shows after half-year and year-end results. All Directors attend the Annual General Meeting and engage in discussion with shareholders present.

The Company provides contact details on its investor contacts page which investors can use to contact the Company.

Principle 4. Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

The Board recognises that the Group’s customers, suppliers and employees are crucial to its success. The Group has established long-term relationships with key customers and suppliers and the Board encourages feedback from employees to improve the culture and working environment of the Group. The Group Chief Executive holds regular meetings with senior managers both to keep them informed of Board decisions and shareholder feedback but also to gather views and input from the business units. The senior managers then cascade that information down through the businesses through their reporting channels. Additionally, the Group’s intranet and in house newsletter carry a range of statements and information updates which employees can access. The Group also utilises social media to communicate with all stakeholders. There are specific information channels in respect of health & safety matters. The Group has a proactive approach to safety, health and the environment and is committed to the highest practicable standards of safety and health management and the minimisation of adverse environmental impacts (as further detailed above in the Corporate Governance section of the Company’s Annual Report).

Principle 5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

Details on the Company’s risk management, internal controls and assurance activities can be found within the Corporate Governance section of the Company’s Annual Report.

Maintain a Dynamic Management Framework

Principle 6. Establish and maintain the board as a well-functioning, balanced team led by the chair

Details of the composition of the Board and Director’s attendance at Board and Committee meetings are set out within the Corporate Governance section of Company’s Annual Report.

Principle 7. Maintain appropriate governance structures and ensure that, individually and collectively, directors have the necessary up-to-date experience, skills and capabilities

The Board

The Group is headed by an effective Board, which controls and leads the Group.

The Board meets at least ten times per year, receiving appropriate information from management on a timely basis, and making further detailed enquiries where necessary to enable it to fully discharge its duties. The Board is collectively responsible for the long-term success of the Group and has ultimate responsibility for the management, direction and performance of the Group and its businesses. The Board is required to exercise objective judgement on all corporate matters and is accountable to shareholders for the proper conduct of the business.

All Directors have access to the advice and services of the Group Legal Counsel (who is also the Company Secretary). The Company Secretary is responsible to the Board for ensuring that procedures are followed and for compliance with applicable rules and regulations.

There is a clearly defined division of responsibilities between the Chair and the Group Chief Executive. The Chair is primarily responsible for the leadership and effective working of the Board. This is achieved by:

  • chairing Board meetings, setting the agendas in consultation with the Group Chief Executive and Company Secretary and encouraging the Directors to participate actively in Board discussions;
  • leading the performance evaluation of the Board, its Committees and individual Directors;
  • promoting high standards of corporate governance;
  • ensuring timely and accurate distribution of information to the Directors and effective communication with shareholders;
  • periodically holding meetings with the Non-Executive Directors without the Executive Directors present; and
  • establishing an effective working relationship with the Group Chief Executive by providing support and advice whilst respecting executive responsibility

The Group Chief Executive is responsible for the executive management of the Group and for ensuring the implementation of Board strategy and policy within approved business plans, budgets and timescales.

The Board has a schedule of matters which are specifically reserved for its decision.

Board Committees

The Board has three Committees that assist in the discharge of its responsibilities:

  • Remuneration;
  • Audit & Risk; and
  • Nominations.

Remuneration Committee

The Remuneration Committee is responsible for making recommendations to the Board on the Group's framework of executive remuneration and its cost. The Committee determines the contract terms, remuneration and other benefits for each of the Executive Directors, including performance-related bonus schemes, pension rights and compensation payments. The Board itself determines the remuneration of the Non-Executive Directors. The Remuneration Committee comprises the Non-Executive Directors. Further details on the composition and work of the Remuneration Committee are set out in the Remuneration Report in the latest Annual Report.

Remuneration Committee: Terms of Reference

Audit & Risk Committee

The Audit & Risk Committee comprises the Non-Executive Directors. The Committee meetings are also attended, by invitation, by the Chief Executive and Group Finance Director. The Committee meets not less than four times annually.

The Committee is responsible for reviewing a wide range of financial reporting and related matters including the half-year and annual financial statements before their submission to the Board. The Committee is required to focus in particular on critical accounting policies and practices adopted by the Group, and any significant areas of judgement that materially impact reported results. It is also responsible for monitoring the internal controls that are operated by management to ensure the integrity of the information reported to the shareholders. An internal audit function, which reports directly to the Chair of the Audit & Risk Committee, supports the Audit & Risk Committee in this process.

The Committee provides a forum for reporting by the Groups external auditors, and advises the Group Board on the appointment, independence and objectivity of the external auditors and on their remuneration both for statutory audit and non-audit work. It also discusses the nature, scope and timing of the statutory audit with the external auditors. The Committee also reviews the appropriateness of the annual internal audit programme for the Group and ensures that the business risk management and internal audit functions are adequately sponsored and resourced. Further details on the composition and work of the Audit & Risk Committee are set out in the Audit & Risk Committee report in the Annual Report.

Audit & Risk Committee: Terms of Reference

Nominations Committee

The Nominations Committee is responsible for reviewing the structure, size and composition required of the Board when compared to its current position. It makes recommendations to the Board with regard to any changes and it considers and reviews succession planning for Board Directors, taking into account the challenges and opportunities facing the Group. It identifies and nominates for Board approval suitable candidates to fill Board vacancies as and when they arise, and it keeps under review both the Executive and Non-Executive leadership needs of the Company to enable the Group to compete effectively in the marketplace.

The Nominations Committee also has responsibility for evaluating the performance of Non-Executive Directors, recommending as appropriate re-appointment of Non-Executive Directors at the end of their specified terms of office, and overseeing the re-election by shareholders of any director under the ‘retirement by rotation’ provisions in the Company’s articles of association. Further details on the composition and work of the Nominations Committee are set out in the Corporate Governance section the Annual Report.

Nominations Committee: Terms of Reference

Evolution of governance framework

The Board continuously monitors its composition and governance framework taking into account effectiveness and the Company’s plans for future growth.

The Board undertakes annual performance reviews that review and measure its effectiveness and that of its Committees. Each Board/Committee member completes an assessment, which provides numeric scoring against specific categories. Each Board/Committee member also provides recommendations for improvement of the effectiveness of the Board/Committee.

Principle 8. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board undertakes annual performance reviews that review and measure its effectiveness and that of its Committees. Each Board/Committee member completes an assessment, which provides numeric scoring against specific categories. Each Board/Committee member also provides recommendations for improvement of the effectiveness of the Board/Committee. The assessments provide an effective platform for reviewing performance and, over time, a greater focus has developed on particular recommendations, which has prompted fruitful discussions among the Board and influenced its operation.

The criteria for effectiveness include assessing:

  • Key Board/Committee functions;
  • Board/Committee composition (including succession planning);
  • External reporting and information flows;
  • Board/Committee culture;
  • Board/Committee information for meetings and the meetings themselves; and
  • Board development.

Following this year’s annual performance review, which was carried out using a self-assessment questionnaire, the Board debated categories where at least one Director awarded a score of less than 2 out of 3 (where answers of “3” means good, “2” means acceptable and “1” means poor).

The 2025 review was carried out with the Board focusing on those areas where one or more of the Directors had indicated a concern. In particular, the Board considered that diversity of Board composition remains an area for focus in the future, which was also identified in the 2024 review. The Directors recognise the benefits to the Group of diversity in the composition of the Board including factors such as the Directors’ socio-economic backgrounds, nationality, educational attainment, gender, ethnicity and age. The Directors utilise a skills matrix to assess the abilities and capabilities of the Board. While the Company will continue to make all appointments based on the best candidate for the role and without prejudicing its policy of appointing the most suitable applicant for any role, it is aware of the desirability and benefits of diverse representation. In making senior appointments the Board will give particular weight to addressing diversity in the constitution of senior management including Directors. Additionally, following the 2025 review, the Board has introduced an annual review of independence of Non-executive Directors in accordance with the requirements of the QCA Code 2023.

The Board has not carried out an eternally-facilitated Board effectiveness review in recent years and there are no plans to do so in the coming year. That said, the Directors will continue to continue to give consideration in respect of whether to arrange such a review in the future.

Alongside the annual performance review, the Chair conducts an informal appraisal in respect of the Group Chief Executive and the Group Chief Executive conducts appraisals in respect of the other Executive Directors.

For details regarding succession planning and the process for senior management appointments, please refer to the section entitled “Nominations Committee” (under the heading “Principle 7: Maintain appropriate governance structures and ensure that, individually and collectively, directors have the necessary up-to-date experience, skills and capabilities”) above.

Principle 9. Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

Details of the steps being taken by the Company in respect of establishing a Remuneration Policy are set out within the Corporate Governance section of Company’s Annual Report.

Principle 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The results of the voting at the Company’s Annual General Meeting on 30 October 2024 can be found here.

Historical Annual Reports, investor presentations and other governance related materials here. Notices of general meetings can be found within the historical Annual Reports using that link.

Roger McDowell
Chair
4th September 2025