Corporate Governance Statement

Corporate Governance Statement

The Directors acknowledge the importance of good corporate governance and believe that it creates shareholder value by improving performance, whilst reducing or mitigating the risks that a company faces as it seeks to create sustainable growth over the medium to long-term.

At the time of IPO, the Group adopted the QCA Code as the Group’s corporate governance code and the Group complied with each of the ten principles of the QCA Code throughout 2021. During 2021 and early 2022 the Board made significant progress in bringing the Group’s corporate governance regime in line with the requirements of the UK Code and in January 2022, the Board resolved to adopt the UK Code as its corporate governance code in line with commitments made at the time of IPO.

Following the corporate governance changes implemented during 2021 as outlined below, the Group now complies with all provisions of the UK Code, save that:

  • Provision 18 - The Articles of Association currently provide for annual retirement by rotation of one third of the Directors. A resolution will be proposed at the 2022 AGM to amend the Articles to provide for annual retirement by rotation of all Directors who may then, if eligible, seek re-election and to demonstrate commitment to this objective all Directors will voluntarily put themselves forward for re-election at the 2022 AGM.
  • Provision 19 - The Chair’s tenure exceeds nine years. The Board believe that given the significant changes to Board and Committee compositions in the past 3 years including a further six (6) board changes during 2021, Maurice Pratt has been instrumental in maintaining a sense of stability and continuity through this period of change and believe that he is best placed to continue to steer the Board through these transitional times.

Corporate governance changes during 2021 to bring the Group in line with UK Code

UK Code

Steps Taken during 2021

Board Leadership and Company Purpose

 

 

·       Jim Gaul appointed as the designated Non-Executive Director for workforce engagement

·       Group-wide Future of Work employee listening exercise

·       Updated Group-wide Code of Conduct

·       Update to Group Whistle-blower Policy to include an externally monitored reporting line.

Division of Responsibilities

 

·       Majority of Directors on the Board now deemed to be Independent

·       Number of Directors on the Board reduced from ten to eight

·       Number of Executive Directors on the Board reduced from three to two

Composition, Succession and Evaluation

 

·       Board composition refreshed with the resignation of Marie McConn, Padraic Staunton, Ger Penny and Padraic Dempsey each of whom were deemed not to be independent and the appointment of Jim Gaul and Liz Hoctor each of whom are deemed to be independent

·       Nominations and Governance Committee composition refreshed in line with UK Code requirements

·       Proposal to amend Articles of Association at 2022 AGM to provide for annual retirement by rotation of all Directors with all Directors seeking re-election voluntarily at 2022 AGM

·       Annual Board Performance Evaluation conducted including individual director evaluations

Audit, Risk and Internal Control

 

·       Composition of Audit Committee brought in line with UK Code requirements

Remuneration

 

·       Composition of Remuneration Committee brought in line with UK Code requirements

·       Formal clawback policy on annual bonus introduced

·       Minimum shareholding requirement of 200% of base salary introduced for Executive Directors

·       Post-employment shareholding requirement of 200% of base salary for a period of two years introduced

·       Reduction in pension entitlement to 7.5% of annual base salary in line with the average contributions available to the Group’s wider workforce.

 

The Board comprises of 8 Directors, two of whom are Executive Directors and six of whom, including the Chairman, are Non-Executive Directors, reflecting a blend of different experience and backgrounds. Of the Non-Executive Directors, five of these have been deemed by the Board to be independent. Biographies of all Directors are available here.

Division of Responsibilities

The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The Board has a collective responsibility and legal obligation to promote the interests of the Group and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chairman.

The roles of Chairman and Chief Executive Officer are not combined and there is a clear division of responsibilities between them. The Chairman’s responsibility is to lead the Board, and this ensures that the Board is effective and efficient. The Chief Executive Officer is accountable to the Board for all authority delegated to the executive team.

Committees

The Board is supported in its function by the Audit, Risk and Compliance Committee, the Nominations and Governance Committee and the Remuneration Committee and details of the composition and terms of reference of each Committee is available here.

Further details in relation to the Group’s Corporate Governance arrangements can be found in the Group’s latest published Annual Report available here.