The Board delegates a number of its responsibilities to its audit, nomination and remuneration committees. The terms of reference of each of its committees are available here.
Purpose, values and culture
The Board recognises that strong governance supports a healthy culture which, in turn, brings benefits to the Group, colleagues and other stakeholders.
Considerable progress has been made embedding a culture across the Group which supports the vision and strategy of the business. In addition to measuring and monitoring key cultural indicators, such as inclusion and diversity initiatives, colleague engagement, survey results, succession planning and talent pipelines, the rolling programme of visits to local operating companies allows the Board to get a real sense of the culture that exists at the heart of our business. These visits also provide an opportunity for the non-executive directors to engage in a way which models and reinforces the Group’s values and supports the message from executive management.
Setting the Board agenda is a collaborative effort between the Chairman, Group Chief Executive and Group Company Secretary, which ensures that matters relating to both the Group’s operations and governance are on the agenda.
The Board holds nine scheduled formal face-to-face meetings a year, including a meeting dedicated to discussing the Group’s strategy. Unscheduled meetings are held as required where topics warrant more time or decisions need to be made outside the normal cycle of meetings.
Board meetings are structured to ensure that adequate time is available for discussion of all agenda items. The Chairman promotes strong relationships and facilitates constructive challenge and debate between executive and non-executive directors.
The Chairman of the Board was independent upon appointment and all other non-executive directors are considered independent with the exception of Katherine Innes Ker who, having served on the Board for over nine years, must now be considered non-independent. Katherine will continue to serve as a non-independent Non-Executive Director to ensure continuity and support the transition of the new Chairman.
The Group remain compliant with the UK Corporate Governance Code, which requires at least half of the Board, excluding the Chairman to be independent.
In accordance with the UK Corporate Governance Code, all directors are required to submit themselves for election or re-election prior to an Annual General Meeting. The Board reviews at least annually that it is satisfied that each director is qualified for re-election by virtue of their skills and experience and that they collectively contribute to the long term sustainable success of the Group.
The current remuneration policy was approved by shareholders at the 2018 AGM and received 99% of votes in favour. The current intention is that the policy will apply until the 2021AGM.
During the year ended 29 June 2019, in conjunction with its independent remuneration advisors, New Bridge Street, the committee spent time exploring alternative options to the current LTIP for the executive directors, concluding that the LTIP remained fit for purpose. No changes have been made to the remuneration policy since the 2018 AGM. However, the committee does have the discretion to vary the weighting and choice of LTIP metrics prior to each award and consulted with the group's major shareholders and shareholder representatives on changes to the LTIP's performance targets and weightings ahead of the LTIP award granted in November 2019.
The approved policy is available to download here.