Index of compliance
Index of compliance against disclosures under the QCA Code
September 2023
In accordance with the QCA Corporate Governance Code (“the QCA Code”) items requiring disclosure in the annual report & accounts have been referenced to the Group’s 2022 annual report published on 21 March 2023.
| Principle 1 – Establish strategy for long-term shareholder value | |
|---|---|
| Explain the company’s business model and strategy | Annual report 2022 See ‘Business Model’ on p12-13 and ‘Strategy’ on p14 |
| Principle 2 – Meet shareholder needs and expectations | |
|---|---|
| Explain the company’s shareholder engagement | See ‘Shareholder relations’ section of the Directors’ responsibilities page |
| Principle 3 – Take into account wider stakeholder and social responsibilities | |
|---|---|
| Explain how the business model identifies key resources and relationships | See ‘Stakeholder awareness and engagement’ section of the Directors’ responsibilities page |
| Explain how the company obtains and acts on stakeholder feedback | See ‘Stakeholder awareness and engagement’ section of the Director’s responsibilities page |
| Principle 4 – Embed effective risk management | |
|---|---|
| Describe how the board has embedded effective risk management to execute strategy | Annual report 2022 See ‘Risk management’ on p30-31 |
| Principle 5 – Maintain the board as a well-functioning, balanced team | |
|---|---|
| Identify directors considered to be independent | Annual report 2022 See ‘Board of directors’ on p42 and ‘Independence and re-election of long-serving directors’ on p50-51 |
| Describe time commitment required from directors | Annual report 2022 See ‘Operation of the board’ on p50 |
| Include the number of board and committee meetings, and attendance records | Annual report 2022 See ‘Operation of the board’ on p50 |
| Principle 6 – Ensure the board has necessary up-to-date experience and skills | |
|---|---|
| Identify each director | Annual report 2022 See ‘Board of directors’ on p42 |
| Describe the relevant skills, experience and qualities of each director | Annual report 2022 See ‘Board of directors’ on p42 and ‘Independence and re-election of long-serving directors’ on p50-51 |
| Explain how each director keeps their skills up to date | Annual report 2022 See “Chairman’s statement on corporate governance” on p48-49 |
| Describe and explain any external advice sought by the board or any committee | Annual report 2022 See ‘Operation of the board’ on p50 |
| Explain the role of any external advisors to the board or any committees | Annual report 2022 See ‘Operation of the board’ on p50 |
| Describe any internal advisory responsibilities in advising the board | Annual report 2022 See ‘Operation of the board’ on p50 |
| Principle 7 – Evaluate board performance | |
|---|---|
| Include an explanation of the board evaluation process | Annual report 2022 See ‘Board performance evaluation’ on p52 |
| Provide an overview of how the board evaluation was conducted and its results | Annual report 2022 See ‘Board performance evaluation’ on p52 |
| Provide a more detailed description of the board evaluation process | See the Board evaluation page. |
| Explain how the company approaches succession planning | See ‘Succession planning’ section of the Directors’ responsibilities page and Annual report 2022 ‘Succession planning’ on p51. |
| Principle 8 – Promote a culture based on ethical values and behaviour | |
|---|---|
| The chairman’s corporate governance statement should show how the culture is consistent with the company’s objectives, strategy and business model | Annual report 2022 See ‘Chairman’s statement on corporate governance’ on p48-49 |
| Explain how the board ensures that ethical values and behaviours are recognised and respected | See the Ethical code of conduct page |
| Principle 9 – Maintain appropriate governance structures | |
|---|---|
| Describe roles and responsibilities of key directors | See ‘Chairman and chief executive’ section of the Directors’ responsibilities page and Annual report 2022 ‘Corporate Governance’ p48-53 |
| Describe the roles and responsibilities of any committees including their terms of reference | See the Board committees page and Annual report 2022 ‘Corporate Governance’ p53-55 |
| Describe which matters are reserved for the board | See the Board objective page |
| Describe any plans for evolution of the governance framework | The board intends to review corporate governance in conjunction with board evaluation, which will take place at least every two years. |
| Principle 10 – Maintain dialogue with shareholders and stakeholders | |
|---|---|
| Describe the work of any board committees | Annual report 2022 See ‘Audit committee’ on p53 and ‘Directors’ remuneration report’ on p55 |
| Include an audit committee report (or equivalent) | Annual report 2022 See ‘Audit committee’ on p53 |
| Include a remuneration committee report (or equivalent) | Annual report 2022 See ‘Directors’ remuneration report’ on p55-58 |
| Identify any omitted disclosures from principles 1-9 and explain their omission | Considered in full for 2022 annual report; currently no omitted disclosure to disclose |
| Disclose the outcomes of all votes | See the AGM results page |
| If a significant proportion of votes have been cast against a resolution, explain what action is being taken |
See the AGM results page |
| Include historical annual reports and other governance-related material | See the Reports and presentations page |
Strategy
The Group’s strategy is to maintain steady expansion in a sustainable and cost-effect manner.
AGM
Our AGM gives investors extensive opportunity to meet and question the board.