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 2023 (“QCA Code”) and this report again sets out how we comply with, and have applied, the principles and QCA Code during the year.
Despite the challenges throughout the year, the Board continues to work and interact well together through both its regular formal meetings and other ad-hoc contacts. The transition of the new Non-Executive Directors into their full Committee roles has been successful.
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 continue to be at the heart of Group culture 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 businesses 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
Amanda Cox replaced Pauline Best as Chair of the Remuneration Committee following Pauline’s term ending at the end of May 2025. David Gillard also replaced Pauline as the Senior Independent Director at the same time.
The Board undertook an annual board evaluation in April 2025 through an anonymous survey, using the expanded version developed last year with some updates for the year’s events. The results from the evaluation were then reviewed in individual Director meetings with an external facilitator (a previous Non-Executive Director, Kenneth Lever) and then at a full board meeting to establish themes and actions. Following this exercise, the annual evaluation for 2026 has taken place without external input but following the same structure as that for 2025, updated for certain items relevant for the year. The results of this evaluation are being considered by the Board at meetings over the next couple of months to identify any issues and appropriate actions to address.
Annual appraisals of the Executive Directors, with the CEO appraised by the Chairman, have also been carried out.
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 included the new prevention of fraud offence and regular updates on FCA changes and consumer duty.
This year’s Annual General Meeting (“AGM”) will be held on 24 June 2026.
Andrew Goss, Non-executive Chairman
12 May 2026
| QCA Code Principle | Pages in 2026 Annual Report |
|---|---|
| 1. Establish a purpose, strategy and business model which promote long-term value for shareholders. | Group Strategy - pages 10-20 |
| 2. Promote a corporate culture that is based on ethical values and behaviours. | Group Strategy – pages 10-20 Division of Responsibilities – page 62-64 |
| 3. Seek to understand and meet shareholder needs and expectations. | Engaging with Stakeholders – page 5-8 Non-Financial and Sustainability Information Statement – page 33-39 |
| 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 33-39 |
| 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 33-39 Risk Management – pages 46-52 Audit Committee Report – page 66-68 |
| 6. Establish and maintain the Board as a well-functioning balanced team led by the Chair. | Board Leadership - pages 57-61 Division of Responsibilities - pages 62-64 Appointment and Powers of the Company's Directors - page 65 Board Leadership - pages 57-61 |
| 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 – pages 62-64 Audit Report – pages 86-93 Board Leadership – pages 57-61 Chairman’s Corporate Governance Statement - page 55 Skills – page 60 |
| 8. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement. | Chairman’s Corporate Governance Statement - page 55 |
| 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 69-76 |
| 10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders. | Remuneration Committee Report – pages 69-76 Audit Committee Report – pages 66-68 |