Annual report and accounts 2023 - Flipbook - Page 75
Strategic Report
has responsibility for all Group businesses and acts in
accordance with the authority delegated from the Board.
The non-executive directors support the development of
the Group’s strategy and provide constructive challenge
to the executive directors. S.V. Barratt fulfilled the role of
senior independent director during the year to 29 January
2023 and is available to shareholders if they have
concerns which have not been resolved via the normal
channels of Chair, Chief Executive, or the other executive
directors, or where communication through such
channels would be inappropriate.
The Board considers that S.V. Barratt, Z.L. Howorth,
D.J. Ritchie and N.B.E. Wharton are independent for
the purposes of provision 10 of the 2018 UK Corporate
Governance Code, issued by the Financial Reporting
Council in July 2018 (the “Code”), and that the
relationships and circumstances set out in that provision
which may appear relevant to the determination of
independence do not apply. The Board considers that
M. Allen OBE was independent for the purposes of the
Code prior to being appointed as Chair of the Board
on 31 March 2022. The Board considers that, on
appointment, the Chair was independent for the purposes
of provision 9 of the Code. M. Allen does not hold any
significant appointments in addition to his role as Chair
of the Company.
The Company’s Articles of Association provide that the
Company may by ordinary resolution appoint any person
who is willing to act to be a director, either to fill a vacancy
or as an addition to the existing Board. W.R.G. Barr will
retire from the Board at the Annual General Meeting
(“AGM”) and J.A. Barr will offer herself for election at the
AGM. The Articles of Association require directors to retire
and submit themselves for election at the first annual
general meeting following appointment and to retire
no later than the third annual general meeting after the
annual general meeting at which they were last elected
or re-elected. However, in order to comply with the Code,
all directors other than W.R.G. Barr will submit themselves
for re-election at the AGM. J.A. Barr will offer herself for
election at the AGM. Biographical details of the Board and
J.A. Barr as a proposed director are set out on pages 70
and 71 of this report.
Corporate Governance
Details of directors’ remuneration and interests in shares
of the Company are given in the Directors’ Remuneration
Report on pages 89 to 106.
Role of the Board
The Board is responsible for the long-term success
of the Group, determines the strategic direction of
the Group and reviews operating, financial and risk
performance. There is a formal schedule of matters
reserved for the Board, which is subject to annual
review and includes approval of the following:
• the Group’s annual business plan;
• the Group’s strategy, acquisitions, disposals and
capital expenditure projects above certain
thresholds;
• the financial statements;
• the Group’s tax strategy;
• the Group’s diversity and inclusion policy for the
Board and Executive Committee;
• the Company’s dividend policy;
• transactions involving the issue or purchase
of Company shares;
• borrowing powers;
• appointments to the Board;
• alterations to the Memorandum and Articles
of Association;
• legal actions brought by or against the Group
above certain thresholds; and
• the scope of delegations to Board committees,
subsidiary boards and the Executive Committee.
The Board is also responsible for the Group’s ESG
strategy. Responsibility for the development of policy,
strategy and operational management is delegated to
the executive directors and an Executive Committee,
which as at the date of this report includes the
executive directors and six senior managers.
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Accounts
Board’s leadership, its division of responsibilities
and the role of the non-executive directors in
providing constructive challenge and supporting the
development of strategy is set out above. The Board
approves the Group’s strategy and annual budget,
reviews subsequent progress and makes decisions
related to matters reserved for the Board in order
to support the delivery of its strategy.
Effectiveness: the Board’s governance framework
ensures the effectiveness of the Board. Please see
below for information on induction, training and
development for directors and the Board
performance evaluation.
Accountability: the Audit and Risk Committee
Report (pages 85 to 88) and the report on Risk
Management (pages 62 to 69) describe how the
Board ensures a fair, balanced and understandable
assessment of the Company’s performance and
prospects and how it assesses its principal risks. The
Audit and Risk Committee Report sets out how the
Company maintains an appropriate relationship with
its external auditor, consistent with the Code and
statutory requirements.
Remuneration: the Directors’ Remuneration Policy
(pages 107 to 121) and detailed remuneration report
(pages 89 to 106) describe how the Remuneration
Committee ensures that the executive directors’
remuneration is designed to promote the long-term
success of the Company.
Shareholder relations and engagement: the section
172(1) statement set out below describes how the
Company engages with shareholders.
The Board’s governance supports the delivery of its
strategy to deliver long-term sustainable value through:
• Leadership: the Board is collectively responsible for
the long-term sustainable success of the Company.
The composition of the Board and an explanation
of their skills, experience and contribution are set
out on pages 70 and 71. Further information on the
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