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.

Since IPO in 2019, the Board has made significant progress in bringing the Group’s corporate governance regime in line with the requirements of the UK Code.

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. The Group now complies with all provisions of the UK Code, except:

1) 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, 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 lead the Board in the medium term. The Nominations, Governance and Sustainability Committee, together with the Senior Independent Director, will take the findings of the external Board evaluation into account in planning for the Chair’s succession. Further details in relation to Chair succession planning are set out in the Annual Report 2022.

2) Provision 36 – The share options granted to Executive Directors during 2022 are subject to a vesting period of four years and two months and vesting of all awards granted to Executive Directors will occur, subject to achievement of the performance condition, on 31 December 2026. The Board believes that, notwithstanding this variance from the terms of the UK Code, the scheme supports alignment with long-term shareholder interests.

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, Governance and Sustainability 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.