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.
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. This year’s report reflects the updated 2023 QCA Code for the first time.
As previously stated, the Group continued to deliver on its strategy. The Board continues to work and interact well together through both its regular formal meetings and other ad-hoc contacts and the new directors (referred to previously and below) are integrating well. The full integration of the three newest directors, alongside the loss of Pauline Best from the Board this year are a priority to ensure that the Board continues to operate effectively.
The Group’s sustainability strategy builds on the Group’s long track record of making a positive contribution to Colleagues and the communities it operates in, and outlines the Company’s ambition to drive the sustainability agenda in the years ahead. The strategy includes updates on the targets and goals aligned to the strategic objectives of the Group.
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 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. 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
One new Non-executive Director joined the Board during the year, Amanda Cox. We lose an experienced member of the Board, in Pauline Best, at the end of May 2025, but are confident that we have a very able replacement on the Board in Amanda Cox. Amanda and Pauline have had an overlap period to help effective handover of the Remuneration Committee Chair role. Amanda will replace Pauline as head of the remuneration committee following Pauline’s term ending at the end of May 2025. David Gillard will replace Pauline as the Senior Independent Director at the same time.
The Board undertook an annual board evaluation in April 2025 through an anonymous survey by the Board. This survey was expanded into new areas this year following a review of the items covered, and re-designed to draw out more detailed responses and actions. This followed the requirements of the QCA Board Performance Review Guide in most areas.
The results from the evaluation are due to be reviewed in individual director meetings with an external facilitator (a previous non-executive director, Kenneth Lever) and then at a full board meeting in the next few months to establish actions for the coming year.
Annual evaluations will continue to take place early in each calendar year going forward with a review each year of how the process can be improved.
Annual appraisals of the Executive Directors, with the CEO appraised by the Chairman, have also been carried out.
The Board also reviewed the expertise and skillsets of the Directors in early 2025 to identify strengths and weaknesses across the Board as a whole. The Board has members with a variety of professional backgrounds and experiences from diverse sectors.
The Board provides sessions for Directors as part of Board meetings to update the Board on relevant changes and ensure they remain up-to-date, including on sector issues and regulatory changes.
This year’s Annual General Meeting (“AGM”) will be held on 25 June 2025.
Andrew Goss, Non-executive Chairman
13 May 2025
| QCA Code Principle | Pages in 2025 Annual Report |
|---|---|
| 1. Establish a purpose, strategy and business model which promote long-term value for shareholders. | Group Strategy - pages 11-20 |
| 2. Promote a corporate culture that is based on ethical values and behaviours. | Group Strategy – pages 11-20 Division of Responsibilities – page 63-64 |
| 3. Seek to understand and meet shareholder needs and expectations. | Engaging with Stakeholders – page 5-8 Non-Financial and Sustainability Information Statement – page 33-40 |
| 4. Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success. | s172 statement – pages 5-8 Non-Financial and Sustainability Information Statement – page 33-40 |
| 5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation. | Non-Financial and Sustainability Information Statement – page 33-40 Risk Management – pages 47-53 Audit Committee Report – page 67-70 |
| 6. Establish and maintain the Board as a well-functioning balanced team led by the Chair. | Board Leadership - pages 55-58 |
| 7. Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities. | Division of Responsibilities – page 63-65 Audit Report – pages 89-96 Board Leadership – pages 58-62 Chairman’s Corporate Governance Statement - page 56 Skills – page 61 |
| 8. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement. | Chairman’s Corporate Governance Statement - page 56 |
| 9. Establish a remuneration structure which is supportive of long-term value creation and the company’s purpose, strategy and culture. | Remuneration Committee Report – pages 71-79 |
| 10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders. | Remuneration Committee Report – pages 71-79 Audit Committee Report – page 67-70 |