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Corporate Governance Report – Introduction and Overview


Caroline Silver
Chair

Board leadership and company purpose

The Board:

  1. is responsible for the long-term sustainable success of the Company, determines purpose, values and strategy and models the Group’s culture;
  2. ensures the necessary resources are available to the Group; and
  3. engages with stakeholders to inform its decisions.

See pages 96 to 97 of the 2024 Annual Report and Accounts for the main activities and outcomes of the Board in FY24 and how governance contributes to strategy. The Nomination Committee report describes management of conflicts of interest (see page 105 of the 2024 Annual Report and Accounts).

The Group’s purpose, culture and strategy and the Section 172 Statement and information on stakeholder engagement (including engagement with shareholders and employees) are set out in the Strategic Report on pages 1 to 87 of the 2024 Annual Report and Accounts.

Division of responsibilities

The Chairman leads the Board, the Executive Directors manage the business on a day-to-day basis and the Non-Executive Directors provide constructive challenge and strategic guidance.

Board policies and processes are in place to ensure that the Board functions effectively and efficiently.

Pages 99 to 100 of the 2024 Annual Report and Accounts outline, Board balance, the division of responsibilities, and our Governance framework.

Membership of and attendance at the Board and its Committees is shown on page 95 of the 2024 Annual Report and Accounts.

Composition, succession and evaluation

The Board regularly reviews its composition to ensure it remains balanced.

Board appointments are subject to a formal, rigorous and transparent procedure and an effective succession plan is maintained for the Board and Senior Management. The Board undertakes an annual evaluation of its own effectiveness, that of its committees and of individual Directors.

The Nomination Committee report on pages 102 to 111 of the 2024 Annual Report and Accounts details:

  • the main activities of the Nomination Committee and their outcomes;
  • the process for Board appointments, succession planning and promotion of diversity and inclusion; and
  • Board and committee evaluation actions and outcomes.

Information on the composition of the Board can be found on pages 89 to 95.

Audit, risk and internal control

The Board is mindful of the risk environment in which it operates when making any decisions and has established formal and transparent policies and procedures to ensure independence and effectiveness of internal and external audit functions.

The Board satisfies itself on the integrity of the financial and narrative statements, and that they present a fair, balanced and understandable assessment of the Group’s position and prospects.

It maintains sound risk management and internal control systems and regularly reviews the principal and emerging risks impacting the business.

The Board assesses the appropriate appetite for risk in striving to achieve the Group’s strategic objectives.

The Audit and Risk Committee report on pages 112 to 120 of the 2024 Annual Report and Accounts  summarises:

  • the main activities of the Audit and Risk Committee and their outcomes;
  • the significant issues the Audit and Risk Committee considered regarding the financial statements and how they were addressed;
  • systems for risk management and internal controls and the Audit and Risk Committee’s review of their effectiveness; and
  • the Audit and Risk Committee’s assessment of the independence and effectiveness of the external audit process and the re-appointment of the external auditor.

The Directors’ statement of responsibility for a fair, balanced and understandable Annual Report and Accounts can be found on page 148 of the 2024 Annual Report and Accounts. The Board’s assessment of the Group’s emerging and principal risks and information on how these are being managed are set out on pages 63 to 70 and the Viability and Going concern statements, can be found in the Strategic Report on page 85 of the 2024 Annual Report and Accounts.

Remuneration

The Board, through its Remuneration Committee, determines Director and Senior Management remuneration policy and practice in a way that supports the successful delivery of the Group’s strategy and promotes its long-term sustainable success.

The Board ensures Executive remuneration is aligned to the Group’s purpose and values.

The Directors’ Remuneration report on pages 123 to 145 of the 2024 Annual Report and Accounts sets out:

  • information on the Group’s remuneration policy;
  • how it was operated during FY24, including performance-based remuneration outcomes, and how independent judgement and discretion was applied; and
  • how the remuneration policy will be applied in FY25.
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