Index of compliance against disclosures under the QCA Code

26 September 2018

The QCA Corporate Governance Code (“the QCA Code”) was issued after the Group’s 2017 annual report was published. Items requiring disclosure in annual report & accounts have been referenced as far as possible to the Group’s 2017 annual report. Additional disclosure items will be included in the 2018 annual report when published in 2019.

Principle 1 – Establish strategy for long-term shareholder value
Explain the company’s business model and strategy Annual report 2017
See 'Business Model’ on p8-9 and ‘Strategy’ on p13

 

 

Principle 2 – Meet shareholder needs and expectations
Explain the company’s shareholder engagement See ‘Shareholder relations’ section of the Directors' responsibilites 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' responsibilties 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 2017
See ‘Risk management’ on p26-29

 

 

Principle 5 – Maintain the board as a well-functioning, balanced team
Identify directors considered to be independent Annual report 2017
See ‘Board of directors’ on p36-37 and ‘Independence and re-election of long-serving directors’ on p42-43
Describe time commitment required from directors To be included in 2018 annual report
Include the number of board and committee meetings, and attendance records Annual report 2017
See ‘Operation of the board’ on p42

 

 

Principle 6 – Ensure the board has necessary up-to-date experience and skills
Identify each director Annual report 2017
See ‘Board of directors’ on p36-37
Describe the relevant skills, experience and qualities of each director Annual report 2017
See ‘Board of directors’ on p36-37 and ‘Independence and re-election of long-serving directors’ on p42-43
Explain how each director keeps their skills up to date To be included in 2018 annual report
Describe and explain any external advice sought by the board or any committee Annual report 2017
See ‘Operation of the board’ on p42
Explain the role of any external advisors to the board or any committees Annual report 2017
See ‘Operation of the board’ on p42
Describe any internal advisory responsibilities in advising the board To be included in 2018 annual report

 

 

Principle 7 – Evaluate board performance
Include an explanation of the board evaluation process To be included in 2018 annual report
Provide an overview of how the board evaluation was conducted and its results The first board evaluation is in progress; it is planned to conclude before the end of the first quarter in 2019.
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.

 

 

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 To be included in 2018 annual report
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
Describe the roles and responsibilities of any committees including their terms of reference See the Board committees page
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 2017
See ‘Audit committee’ on p44 and ‘Directors’ remuneration report’ on p46
Include an audit committee report (or equivalent) Annual report 2017
See ‘Audit committee’ on p44-45
Include a remuneration committee report (or equivalent) Annual report 2017
See ‘Directors’ remuneration report’ on p46-48
Identify any omitted disclosures from principles 1-9 and explain their omission To be considered in full for 2018 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