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Chairman's Introduction

Governance continues to be crucial to any company’s future development. The Board recognises that good governance can contribute to our ability to create shared value. Our governance framework promotes a culture of accountability and responsibility by actively managing the risks that we face, supported by our values and behaviours.

A good governance framework can provide solid foundations. Strong systems and processes for informed decision-making ensures that the Board and its Committees are provided with clear agendas, timely information that is delivered through good quality briefing materials; and, which cover all relevant factors and that our deliberations consider the risks, as well as the opportunities, inherent in the topic before us.

As an AIM quoted company, our governance framework is underpinned by the Quoted Companies Alliance (“QCA”) Corporate Governance Code 2018 (the “Code”).  The Board has adopted this Code and below we set out an overview of how the Company complies with the Principles of the Code and is supported by further information in our Annual Report and Accounts.

David Cook
Chairman

Our governance principles

Principle 1: To establish a strategy and business model which promote long-term value for shareholders

The Board meets annually at a two-day strategy planning meeting to review the strategy for the Group. The strategic plan and business model are reviewed by the Senior Leadership Team on a monthly basis with relevant operational and management updates being reported to demonstrate delivery and progress. Decisions of the Board are made in line with the strategic plan and business model for the Group.

Further information on the Group’s strategy can be found on pages 20 and 21 and on its business model on pages 14 and 15 of our 2019 Annual Report and Accounts

Principle 2: To seek to understand and meet shareholder needs and expectations

The Directors are committed to open communication with the Group’s shareholders to ensure that they clearly understand its business, strategy and performance. The Board actively seeks dialogue with its shareholders via investor roadshows, capital market days, one-to-one meetings and regular reporting. The Board believes that open communication with investors and analysts is the best way to ensure it understands what is expected of the Group in order to allow it to drive its business forward.

Principle 3: To take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board values the opinions of key stakeholders in the business and regularly seeks to ensure that the views of its employees, suppliers, customers and partners are known and where relevant to the success of our business they are acted upon. The Board continues to be mindful of environmental, social and governance representation.

Further information about our stakeholder engagement can be found on pages 16 to 19 of our 2019 Annual Report and Accounts

Principle 4: To embed effective risk management, considering both opportunities and threats, throughout the organisation

The Board, assisted by the Audit and Risk Committee, is ultimately responsible for overseeing management’s activities in identifying, evaluating and managing the risks facing the Group and records them on the Group risk register, which is reviewed quarterly. Where these risks are not ones which the Board is prepared to take, these are avoided, eliminated as far as possible and/or transferred to insurers. The management of both risks and opportunities feeds into the decision-making process.

A further explanation of our risk management, risks and internal controls can be found on pages 42 to 49 of our 2019 Annual Report and Accounts

Principle 5: To maintain the Board as a well-functioning, balanced team led by the Chair

The Board keeps under review its current balance and composition, which provides a sufficiently wide range of skills and experience to enable it to pursue its strategic goals and to address anticipated issues in the foreseeable future. Led by the Chair, deliberations are not dominated by one person or any group of people.

Further information on the board effectiveness, roles and responsibilities can be found on pages 58 to 61 of our 2019 Annual Report and Accounts

Principle 6: To ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Nomination Committee reviews the balance and composition of the Board and its Committees which considers skills and experience of the Board.

Further information on the work of the Nomination Committee can be found on page 62 of our 2019 Annual Report and Accounts

Principle 7: To evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Chairman evaluates the performance of the Board through a blend of questionnaires and one-to-one meetings with each Director. This process offers Directors an opportunity to discuss their contribution in terms of their skills and experience as well as identifying improvements or development to enhance the capabilities of the Board as a whole.

Further information on Board evaluation and its effectiveness can be found on page 61 of our 2019 Annual Report and Accounts

Principle 8: To promote a culture that is based on ethical values and behaviours

The Board aims to lead by example and make decisions that are in the best interest of the Group as a whole. Our culture is underpinned by a clear set of values, which guide decision making at all levels in the business. Both the SLT and the Board reviews and approves the Group’s policies which are then implemented and communicated internally and externally to those who are expected to adhere to them.

Further information on people and culture can be found on pages 34 and 35 of our 2019 Annual Report and Accounts

Principle 9: To maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Board reviews its assurance and governance framework at least annually to ensure that the Group’s governance structures remain appropriate and are fit for purpose. This framework sets out leadership and embeds delegated responsibilities to enable informed and confident decision-making.

Principle 10: To communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Board ensures that all stakeholders across the business are actively engaged through the relevant areas of responsibility. This includes making sure that the business as, a whole upholds its values and monitors behaviour for acceptability.

Further information on our dialogues and engagement with shareholders and other stakeholders can be found on pages 16 to 19, and page 59 of our 2019 Annual Report and Accounts