Corporate Governance Statement
The Board confirms that during the year ended 2 April 2021, and as at the date of this report, the Company has applied the principles of, and complied with, the provisions of the 2018 UK Corporate Governance Code ("Code") throughout the year. As outlined in last year's Annual Report, it was agreed that David Adams, the then Senior Independent Director, would stay in office until the end of 2020, given the exceptional circumstances caused by the pandemic. The Board recognised that it had assessed that David had ceased to be regarded as independent for the purposes of the Code, and that his extended tenure until December 2020, had created a technical breach of the Code's recommendation that the majority of the Board be independent Non-Executive Directors. In the previous period, the Nomination Committee had agreed to extend David's term of appointment to December 2020, to ensure an orderly handover to the newly appointed Non-Executive Director.
This report, together with the other statutory disclosures and reports from the Audit, Nomination and Remuneration Committees, provide details of how the Company has applied the principles of good governance as set out in the Code during the period under review. A copy of the Code is available on the Financial Reporting Council's website at www.frc.org.uk. During the year, the Company has formalised its ESG Committee to put it on a similar footing to the other Board Committees. For more information please see the ESG Committee Report.
The Company has complied with the relevant requirements under the Disclosure Guidance and Transparency Rules, the Listing Rules, the Directors' Remuneration Reporting regulations and narrative reporting requirements.
Promoting our purpose, culture and long-term success
Board Leadership and Company Purpose
The Company is led by an effective Board, which promotes the long-term success of the Company and engages with its shareholders and stakeholders.
The Board has established the Company's purpose, values and strategy and is satisfied that these and its culture are aligned.
The Board has established an effective governance and risk framework.
The Board has ensured that the workforce is able to raise any matters of concern, and that all policies and practices are consistent with the Company's values.
Read more on stakeholder engagement.
Read more on culture.
Read more on principal risks and uncertainties.
Ensuring a clear division of responsibilities
Division of Responsibilities
The Chair leads the Board which includes an appropriate combination of Executive Directors and Non-Executive Directors.
The Non-Executive Directors provide constructive challenge, strategic guidance and advice, and have sufficient time to meet their Board responsibilities.
There is a clear division of responsibilities between the running of the Board and the running of the business, and the Board has identified certain 'reserved matters' that only it can approve. Other matters, responsibilities and authorities have been delegated as appropriate, and there are relevant policies and processes in place for the Board to function effectively and efficiently.
Read more on Board composition.
Read more on Board responsibilities.
Read more on key Board and Committee responsibilities.
Delivering effectiveness through a balanced Board
Composition, Succession and Evaluation
A comprehensive and tailored induction programme is in place for new Directors joining the Board. The induction programme facilitates their understanding of the Group and the key drivers of the Group's performance.
A rigorous, effective and transparent appointment process is in place, which, together with the effective succession plans, promotes diversity of gender, social and ethnic backgrounds, cognitive and personal strengths.
Read more on Directors' induction, training and development.
Read more on diversity and inclusion in Our ESG Strategy.
Enabling reporting integrity and an effective controls environment
Audit, Risk and Internal Control
The Board has established formal and transparent policies and procedures to ensure the independence and effectiveness of both internal and external audit functions. The Board satisfies itself on the integrity of financial and narrative statements.
The Board presents a fair, balanced and understandable assessment of the Group's position and prospects.
The Board has established procedures to manage risk, oversee the internal control framework and determine the nature and extent of the principal risks of the Group.
Read more in the Audit Committee Report.
Read more on risk in the Our Principal Risks and Uncertainties Report.
Ensuring alignment with the successful delivery of our long-term strategy
The Company has designed the remuneration policies and practices to support strategy and promote long-term sustainable success. The Executive remuneration is aligned to the interests of our shareholders and to the Company's purpose and values and is clearly linked to the successful delivery of our long-term strategy.
There is a formal and transparent procedure for developing Executive remuneration policy and determining Director and senior management remuneration.
Directors are able to exercise independent judgement and discretion when authorising remuneration outcomes, taking into account Company and individual performance and wider circumstances.
Read more in the Remuneration Committee Report.