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Chairman's Corporate Governance Statement

I am pleased to present the Group's Corporate Governance Report for this year. As Chairman, my role is to lead the Board, ensuring it operates effectively, and I take overall responsibility for the governance framework of the Company. I have worked with the Company Secretary and the Executive Directors throughout the year to continue to develop the Company's governance structures and practices and to improve its wider Environmental, Social & Governance (ESG) Strategy, and then to provide this report.

We continue to report under the QCA Corporate Governance Code ("QCA Code") and this report sets out how we comply with, and have applied, the principles and Code during the year.

As previously stated, the Group has a successful year, continuing to deliver on its strategy and achieving creditable financial results. This is despite, in the initial weeks of the financial year, the Board moving its focus to the Company's response to the impact of COVID-19, providing oversight and approving a number of updates to the market and measures to preserve the Group liquidity. The Board continues to work and interact well together and held frequent conference calls at which it received updates on the status of the response planning and the impact on our employees, other stakeholders and the business. The ability to remain nimble and adapt remained as restrictions continued throughout the financial year. The challenges of the last year have not prevented the Board from reviewing and strengthening its governance and wider ESG processes, and the changes made will be essential in supporting the long-term success of the Group and to communicating effectively with stakeholders on the Group's priorities and targets.

The Group has published its first long-term Sustainability Strategy 'Driving Sustainability' in this annual report (pages 29 to 31). The strategy, builds on the Group's long track record of making a positive contribution to Colleagues and the communities it operates in, outlines the Company's ambition to drive the sustainability agenda in the years ahead. The strategy includes ambitious targets and goals aligned to the strategic objectives of the Group. The sustainability strategy will also be made available on the Group's website.

The Group has had a consistent set of Values since its inception. These values are at the heart of Group culture and are embedded throughout the Group as described in the earlier Group Strategy and Colleagues sections. All decisions by the Board reflect these Values to ensure that the culture is maintained and all Group premises display and actively refer to the Values regularly. The colleague feedback survey indicated that this culture continues to be very strong -and has improved throughout the last year despite the challenges faced by colleagues. The Board reviews this in detail each year -as well as the results of the quarterly snapshot of colleague sentiment about the Group.

Changes During the Year

There have been no changes to the Board during the year. However, the expected term of Ken Lever's Non-executive directorship has been extended for a further 3 years to 2024 as Ken continues to make a significant and vital contribution.

It has been agreed that the Board will appoint a designated Non-executive Director to ensure effective engagement with the Groups' colleagues outside of the current feedback routes. Pauline Best will take on this role which will be developed over the coming year.

The Board delayed its annual board evaluation process this year and will undertake this when physical meetings are possible again and the operation of the Group has returned closer to normal. For this reason, the normal disclosures in respect of Principle 7 have not been included. Annual appraisals of the Executive Directors, with the CEO appraised by the Chairman, have continued as normal.

This year's Annual General Meeting ("AGM") will be held on 23 June 2021.

Andrew Goss, Non-executive Chairman

12 May 2021

The Principles of the QCA Code

  • Principle 1: Establish a strategy and business model which promotes long-term value for shareholders.

    Vertu Motors plc was incorporated in 2006 to acquire franchised motor retail dealerships to create a large franchised motor retail group in the United Kingdom. The Group's Vision and strategy is set out in more detail in the Strategic Report on pages 5 to 37. The Board meet regularly to review and develop the Group's strategy.

  • Principle 2: Seek to understand and meet shareholder needs and expectations.

    Effective communication with the Company's shareholders is crucial. The Company's advisers collate all feedback received from shareholders following results meetings with the Executive and these are fed back to the Board. The Board will also instigate contact with material shareholders to obtain feedback on other proposals from time to time.

    The Executive, Chairman and Committee Chairmen are available to shareholders as and when requested. The Company Secretary can be contacted by shareholders as set out on page 38 and the Board welcomes input from shareholders.

    The Executive Directors contact all material shareholders to give them the opportunity to meet with the Executive, in person or via video, after release of the annual and interim results each year. The Company also publishes an on-line video of the results presentation to allow other shareholders and stakeholders to view the results presentation. This year, the meetings are expected to be by telephone or video conference as a result of the current restrictions around COVID-19.

  • Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success.

    There are a number of important stakeholders in the Group; engagement with these stakeholders is shown on page 30.

  • Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation.

    The Company operates a risk management framework which is described in more detail on pages 32 to 35 together with a summary of the principal risks facing the Group.

  • Principle 5: Maintain the Board as a well-functioning balanced team led by the Chair.

    The Board has three Non-executive Directors including the Chairman, together with three Executive Directors. The Chairman was considered independent on appointment and the other Non-executive Directors are considered to be independent.

    Any potential conflicts of interest with individual Directors are reviewed annually to ensure that there is no impact on a director's judgement. The Board's committees have non-executive membership or leadership, where appropriate.

    Attendance records are set out on page 54. Each Non-executive Director is expected to commit a sufficient amount of time to the role to enable them to understand the Group's business as well as attend the necessary meetings and assist with certain specific projects. The time commitment varies for each individual Director but as a minimum 2 days per month is expected. All Executive Directors are full-time and are ordinarily expected to devote their full time and attention to the Group.

  • Principle 6: Ensure that, between them, the Directors have the necessary up-to-date experience, skills and capabilities.

    Details of the Directors are set out on pages 53 and 54 together with their skills and experience.

    The Board includes a mix of sector and non-sector experience and has welcomed Non-executive Directors from a variety of backgrounds and experience to bolster the executive and provide sufficient challenge in the boardroom. The Nominations Committee continually reviews board composition to ensure that the Board provides the Group with the strategic oversight, vision and governance that it needs. Ordinarily, Non-executive Directors serve for a maximum of six years.

    Ken Lever and Pauline Best are considered to be independent and Andrew Goss was considered to be independent on appointment. Ken Lever is the Senior Independent Director.

    The Board seeks to ensure that the necessary financial and human resources are in place for the Group to be able to meet its objectives, to review management performance and to ensure that its obligations to its shareholders are understood and met. Whilst the executive responsibility for running the Group rests with the Chief Executive (R T Forrester), the Chief Financial Officer (K Anderson) and the Chief Operating Officer (D P Crane) the Non-Executive Directors fulfil an essential role in ensuring that the strategies proposed by the Executive Directors are fully discussed and critically examined prior to adoption. They also scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance, both financial and non-financial.

    The Nominations Committee has carried out an assessment of the skills and experience of the Directors to identify any areas of weakness that can be addressed through training or future recruitment to the Board. The Board is currently satisfied that its current composition includes an appropriate balance of experience and skills including experience in the motor retail sector, experience with motor manufacturers and other relevant areas.

    All Non-executive Directors are asked to visit Group locations to see the operation of the business day to day.

    The Board receives regular briefings on new regulations impacting the Group, which in the 2019-2020 year included changes to FCA Regulation to apply the Senior Managers and Certification Regime to the Group.

    All Directors have access to the Company Secretary for advice on their responsibilities or relevant regulation. The Senior Independent Director also acts as a sounding board for Directors to ensure they benefit from his experience.

  • Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement.

    The Board has adopted an annual Board evaluation process to assess how the Board is performing and to identify any areas of improvement. This evaluation process was repeated in March 2020 by an anonymous survey by the Board. Survey results have been reviewed to agree on actions for the coming year. As a result of the 2020 review, the Board will review its meeting schedule and structure after the current COVID-19 situation.

    This evaluation process will be repeated annually, alongside a review of progress against previous recommendations.

    The Executive Directors have annual appraisals, with the CEO appraised by the Chairman, as well as receiving 360-degree feedback reviews on an annual basis.

    The Nominations Committee has responsibility for succession planning for the Board and recommended Andrew Goss and Karen Anderson for appointment in the last year. Where appropriate the Committee uses external advisers to assist with candidate identification and benchmarking.

    Succession planning for other senior management roles is conducted by the HR Director and CEO with input from other members of management as appropriate and overview by the Remuneration Committee.

  • Principle 8: Promote a corporate culture that is based on ethical values and behaviours.

    The Group's values are embedded into the operation of the Group. All new colleagues receive a business-card sized copy of the Values on starting with the Group and Values are reinforced during induction on an ongoing basis. The Vision and Values are displayed in all Group premises and discussed in monthly meetings. An annual colleague survey asks whether management and Directors act in accordance with the Values and any identified shortcomings are acted upon. Results from this survey are also reviewed by the Board and site visits enable the Directors to assess dealership culture in person.

    Acting in accordance with the Values is a material part of appraisals for all colleagues.

    The Group has clear policies on its zero-tolerance approach on bribery and corruption, tax evasion and modern slavery. These are reinforced by annual on-line training for all colleagues and the Group operates an independent whistleblowing system so that colleagues can report any issues. Breach of the Group Values is a disciplinary matter where appropriate.

  • Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board.

    Led by the Chairman, the Board is responsible for generating shareholder value over the long-term by setting the Group's strategic direction. Management and the Board has established delegated authorities and controls to ensure efficient management of the Group's operations alongside appropriate control of risk. The matters reserved for the Board ensure that material transactions are undertaken only after Board review. The Schedule of Matters Reserved for the Board includes:

    • Strategy and management - responsibility for long-term success of the Company and Group, commercial strategy, and approval of the expansion of the Group through acquisition or any significant disposals
    • Financial reporting and controls - review and approval of the annual business plan and capital budget, major capital expenditure projects and any significant changes to these, all trading or results statements and the annual financial statements
    • Internal controls - reviewing the effectiveness of internal control processes to support strategy
    • Risk - approval of the Group's risk appetite, determining the nature and extent of significant risks the Group is willing to take to achieve its objectives

    Full details of the matters reserved for the Board are set out on the Company's website

    Executive Management have limits on the decisions delegated to them by the Board. The various Board committees have clear terms of reference that are available on the Company's website and reviewed annually, and regularly report back to the Board. Details of the Board committee responsibilities set out on page 52.

    Strategy Financial Performance Governance Shareholder Engagement Risk
    Group Strategy Review Approval of the FY2019 full year results and FY2020 interim results Re-appointment of auditors Annual General Meeting Annual review of key Group risk and mitigating controls
    Business Development Monthly management accounts and comparison against annual business plan Monitoring Compliance and Health and Safety Committees Meetings with key shareholders on results roadshows.
    Reviewing M&A opportunities Long range forecast and funding requirement planning including the impact of sector changes Adoption of Senior Managers and Certification Regime by the FCA regulated entities in the Group.
    Approval of annual business plan and capital budget
    Interim and final dividend
    Review of colleague engagement survey

    Board meetings are structured to allow the Board sufficient time to discuss and review financial performance, achievement of objectives, development of the Group's strategy, operational performance and risk and internal controls. Standing agenda items are discussed at each Board meeting, which include:

    • Executive's Directors Report - update on performance, strategic opportunities, industry and property matters compliance update and colleague matters
    • Health and Safety Report - Summary of training undertaken throughout the Group, risk management plus commentary on any reported incidents
    • Investor Relations ('IR') Report - update on market trends, share register movements and summary of IR activity
    • Risk Matrix - consideration of key strategic risks

    The Company will continue to review corporate governance reporting to ensure visibility to its stakeholders and to keep abreast of best practice.

  • Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

    The Company releases all material announcements through a regulatory news service and on its website and also encourages shareholders and other stakeholders to sign up to receive email updates via its website. The Company's website contains historic annual reports and announcements as well as other governance-related material.

    The 2020 AGM will take place on 20 August 2020. The AGM normally gives all shareholders an opportunity to meet the Board and ask any questions they have regarding the Group and the Board encourages participation of private shareholders at the AGM. However, the Board understands that it is not always possible for shareholders to attend, and in 2020 the AGM will be held without any shareholders present other than the quorum. Instructions are sent to shareholders to enable them to appoint a proxy electronically via an on-line proxy form. Details of voting on resolutions at the AGM are then made available on the Company's website.

    The section below shows the key committees and their responsibilities.

  • Audit Committee


    • K Lever (Chair)
    • A P Goss
    • P Best

    Delegated Authorities

    • Financial reporting
    • Financial risk management
    • Internal control


    • Full year and half year results
    • Accounting policies
    • Terms of engagement of auditors
    • Internal audit


    • Re-appointment of auditors
    • Audit tender
    • Auditors' remuneration


    • Integrity of financial statements
    • Effectiveness of internal controls and risk management
    • Internal audit function
    • Legal & regulator requirements
    • External audit


    • Statements in Annual Report concerning internal controls and risk management
  • Remuneration Committee


    • P Best (Chair)
    • K Lever
    • A P Goss

    Delegated Authorities

    • Remuneration policy
    • Incentive plans
    • Performance targets


    • Achievement of performacne targets for short and long term incentives
    • Senior management pay structure


    • Level and structure of Executive remuneration
    • Remuneration policy


    • Appropriateness of Remuneration policy


    • Remunertion policy
    • Remuneration packages for Executive Directors
    • Design of long term incentive plans
  • Nomination Committee


    • A P Goss (Chair)
    • K Lever
    • P Best

    Delegated Authorities

    • Balance of the Board
    • Leadership of the Group
    • Director succession planning


    • Composition of the Board
    • Skills, knowledge & experience on the Board
    • Diversity


    • Appointments to the Board


    • Independence of Non-Executive Directors
    • Succession planning


    • Appointments for Executive Directors
    • Skills profile for Non-Executive Directors
  • CEO Committee


    • R T Forrester (Chair)
    • D Crane
    • K Anderson
    • N Loose
    • 10 Senior Managers

    Delegated Authorities

    • Review, communication, delivery and management of Group strategy and day to day operations


    • Group HR and IT strategy
    • Allocation of resources (financial and colleague)
    • Group performance


    • Annual business plan to the Board
    • Group vision


    • Performance against key performance indicators, plans and prior year
    • Compliance with Group risk management strategy, policy and procedures


    • Appointments to dealership management positions
    • Performance related remuneration of dealership colleagues
    • Operational process and changes
  • Compliance Committee


    • D Crane (Chair)
    • K Anderson
    • N Loose
    • 2 Senior Managers

    Delegated Authorities

    • Compliance with laws and regulations (excluding Health & Safety and envrionmental)
    • Whistleblowing procedures
    • Communication with regulators where required


    • Adequacy and effectiveness of Group policies in response to current law and regulation
    • Licences and consents required
    • Internal regulatory audit


    • Training
    • Policy change
    • Remedial of pre-emptive action


    • Appropriate retail finance metrics
    • Indicators of non-compliance with policy
    • Any relevant complaints
    • Legal and regulator developments


    • Reports to the Board
    • Submissions to relevant authorities
    • Changes to relevant policies and processes
    • Training programmes
    • Whistleblowing procedures
  • Health & Safety Committee


    • 4 Senior Managers
    • H & S Manager

    Delegated Authorities

    • Compliance with Health & Safety and envrionmental law and regulations
    • Developing Group best practices


    • Health & Safety policies and procedures
    • Heath & Safety audits
    • Accident statistics and causes


    • Training
    • Policy change
    • Remedial of pre-emptive action


    • Accidents and near-misses
    • Changes to law and regulations
    • New sites to the Group and redevelopments
    • Other changes in working practice


    • Reports to the Board
    • Changes to relevant policies
    • Training programmes

Terms of Reference

View matters reserved for the Board - February 2021