Annual report and accounts 2023 - Flipbook - Page 74
A.G. BARR p.l.c. Annual Report and Accounts 2023
Corporate Governance Report
Chair’s introduction
I am pleased to present our
Corporate Governance Report for
the year ended 29 January 2023
Dear Shareholder,
This year’s Corporate Governance Report describes
our approach to governance and sets out how the
principles of the 2018 UK Corporate Governance Code
have been applied during the year. Information about
the operation of the Board and its committees, our
engagement with stakeholders, and an overview
of the Company’s system of internal controls are
also included.
Having completed nine years as a non-executive
director of the Company, seven of which were as Chair
of the Board, John Nicolson stood down from the
Board at the end of March 2022. I would like to thank
John for his valuable contribution to the business over
those nine years and in particular for his guidance and
leadership during his tenure as Chair. Otherwise there
were no changes to the Board during the year.
Further details of the Board’s composition are given on
pages 70 and 71.
Mark Allen OBE
Chair
28 March 2023
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The Board
The Company is led by a strong and experienced board of
directors (the “Board”) which brings a depth and diversity
of expertise to the leadership of the Company. The Board
is committed to ensuring that it has an appropriate
balance of skills, experience and knowledge of the Group
to enable it to discharge its duties and responsibilities
effectively. The Nomination Committee report set out
below describes how the Board achieves that aim. The
Board currently has nine members, comprising three
executive directors, the non-executive Chair, four
independent non-executive directors and one nonindependent non-executive director. Biographical details
of the directors are set out on pages 70 and 71.
The roles of Chair and Chief Executive are separate and
there is a clear division of responsibilities between those
roles. The Chair leads the Board and ensures the effective
engagement and contribution of all non-executive and
executive directors. The Chair facilitates constructive
Board relations and ensures that Board meetings are
underpinned by a culture of openness and challenge,
with sufficient time made available to debate issues
arising. The Chair ensures that the Board receive accurate,
timely and clear information. The annual Board
performance evaluation referred to below evaluates the
Chair’s performance in these areas. The Chief Executive
