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    Governance

    The key to our continued success? Good governance.

    The Board closely oversees and supports the Group’s strategy. That’s why we’re confident in driving long-term, sustainable value for all our stakeholders. We also understand how vital it is to keep engaging with our stakeholders to make sure our priorities mirror those of our wider community.

    The Group aims to comply with all the main principles of the UK Corporate Governance Code, which is available at www.frc.org.uk. Find a summary of our compliance with the UK Corporate Governance Code in the annual report and accounts.

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    Our Board of Directors

    The Group is led by a Board comprising a Non-Executive Chair, independent Non-Executive Directors and Executive Directors. The Board is collectively responsible for the long-term success of the Company.

    Our leadership
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    Governance Framework

    The Board is supported by its Committees, which make decisions and recommendations on matters delegated to them by the Board.

    Governance framework
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    Fostering diversity throughout the business 

    Embedding diversity and inclusion (D&I) within the business is a high priority. It plays a key part in enabling us to become a 'great place to work.' The Board is committed to leading the way in fostering diversity of gender, race and nationality throughout all levels of the business. The Board actively considers candidates from all such backgrounds and irrespective of physical disability when appointing new Board members.

    The Board has adopted a Board Diversity Policy. This provides a high-level overview of the Board’s approach to driving D&I in our succession planning, selection, nomination, operation and evaluation of the Board. This policy works in conjunction with our wider Group D&I policy and reflects our overall targets for senior management.

    Policy on non-audit services

    The Group has a policy to ensure the provision of non-audit services doesn’t impair the external Auditor’s independence or objectivity. In determining the policy, the Audit Committee has accounted for possible threats to the external Auditor’s independence and objectivity.

    Our policy on non-audit services

    • When considering using the external Auditor for non-audit work, the Chief Financial Officer should consider the provisions of the FRC Guidance on Audit Committees regarding the preservation of independence and objectivity.
    • The external Auditor must certify that they are acting independently.
    • In providing a non-audit service, the external Auditor should not:
      • audit their own work
      • make management decisions for the Group
      • create a mutuality of interest
      • find themselves in the role of advocate for the Group
    • Before commissioning non-audit services, the Audit Committee or the Chief Financial Officer, as appropriate, must make sure this is a permitted service and that the external Auditor is satisfied there are no issues regarding independence and objectivity.
    • The Audit Committee has pre-approved the Chief Financial Officer’s authority to commission the external Auditor to undertake non-audit work where there’s a specific project with a cost not expected to exceed £50,000. This work has to be reported to the Audit Committee at its next meeting. If the cost is expected to exceed £50,000, the agreement of the Audit Committee is required before the work is commissioned. In either case, other potential providers must be adequately considered.
    • The total non-audit fees for any financial year should not exceed 70% of the average of the external audit fee over the last three years. In practice the non-audit fees are normally significantly below this level.
    • The Chief Financial Officer monitors all work done by the external Auditor.

     

    Directors’ Remuneration Report vote at the 2023 AGM

    For details of the update in respect of the results of the AGM held on 13 July 2023 please see below link:

    AGM Update Statement