Annual report and accounts 2023 - Flipbook - Page 86
A.G. BARR p.l.c. Annual Report and Accounts 2023
Corporate Governance Report continued
Audits and reviews
The key internal risks identified in the Group are subject
to regular audits or reviews by the internal auditors. This
role is fulfilled by an external professional services firm
which is independent from the Board and the Group.
The review of the internal auditor’s work by the Audit
and Risk Committee and monitoring procedures in
place ensure that the findings of the audits are acted
upon and subsequent reviews confirm compliance with
any agreed action plans.
The Board confirms that there has been an independent
internal audit function in place for the year.
Share capital structure
The share capital structure of the Company is set out in
the Directors’ Report.
UK Corporate Governance Code compliance
The Company is committed to the principles of
corporate governance contained in the Code. A copy
of the Code is available on the Financial Reporting
Council’s website, www.frc.org.uk.
Each of the provisions of the Code has been reviewed
and, where necessary, steps have been taken to ensure
that the Company is in compliance with all of those
provisions as at the date of this report. The directors
consider that the Company has complied throughout
the year ended 29 January 2023 with the provisions of
the Code, except as set out below.
Provision 19 of the Code states that the Chair should
not remain in post beyond nine years from the date of
their first appointment to the Board. J.R. Nicolson was
appointed as a non-executive director to the Board on
1 January 2013 and was appointed as Chair of the
Board on 1 January 2015. J.R. Nicolson resigned from
the Board on 31 March 2022. J.R. Nicolson therefore
remained as Chair of the Board for a period of three
months following the expiry of the nine year period
from the date of his first appointment to the Board.
J.R. Nicolson remained in post for this brief three
84
month period to complete the financial cycle for the
year to 30 January 2022 and to ensure an orderly
handover to his successor as Chair, M. Allen.
Provision 38 of the Code states that pension
contribution rates for executive directors, or payments
in lieu, should be aligned to those available to the
workforce. As disclosed in the Directors’ Remuneration
Report, R.A. White, S. Lorimer and J.D. Kemp receive
a cash allowance equal to their contractual pension
provision of 24% of salary. These provisions will
continue to be honoured as contractual commitments
made to these incumbent executive directors. As
disclosed in the Directors’ Remuneration Policy, the
maximum company pension contribution for any new
executive director appointments will be aligned to that
available to the wider workforce, which is currently
8% of salary.
Provision 39 of the Code states that executive directors’
contracts should contain a maximum notice period of
one year. As disclosed in the Directors’ Remuneration
Report, the service contracts with R.A. White and J.D.
Kemp provide for a notice period of 12 months except
during the six months following either a takeover of or
by the Company or a Company reconstruction. Under
these conditions and certain circumstances the
directors are entitled to a liquidated damages payment
equal to the director’s basic salary at termination plus
the value of all contractual benefits for a two year
period. Given the size of the Company and the sector
dynamics at the time these directors were recruited,
the Remuneration Committee considered this provision
appropriate in order to attract and retain high calibre
executive directors. As disclosed in the Directors’
Remuneration Report, this provision will continue to be
honoured as a contractual commitment made to these
directors; however this provision was not included in
S. Lorimer’s service contract and will not be included
in service contracts with other new executive directors
appointed in future, to ensure that future executive
directors’ service contracts comply with provision 39
of the Code.
A copy of the financial statements has been placed
on the Company’s website, www.agbarr.co.uk.
The maintenance and integrity of this website is the
responsibility of the directors. Legislation in the UK
governing the preparation and dissemination of
financial statements may differ from legislation in
other jurisdictions.
By order of the Board
J.A. Barr
Company Secretary
28 March 2023
