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Our Governance

 
 
 
 

The Board believes that good corporate governance is essential for building a successful and sustainable business in the long-term interests of shareholders. An effective governance framework is also designed to ensure accountability, fairness and transparency in the Group’s relationships with all of its stakeholders, whether customers, suppliers, employees, the government or the wider community.

Overview of the year

Over the course of the year, the Board has continued an extensive dialogue with major shareholders and has also spent considerable time reviewing the Group’s strategy and the options which may accelerate shareholder value, whilst giving careful consideration to all shareholders’ views.

In November 2018, the Group announced that it was engaged in discussions with third parties regarding the potential disposal of its Ambrosia brand. Whilst a number of parties expressed interest in the business, and the Group engaged in detailed discussions with a small group of potential buyers, the Board concluded that in the business climate at that time, the process would not result in a satisfactory financial outcome. As a result, these discussions were concluded.

In addition, over the year the Board has reviewed and approved the Group’s annual budget and three-year financial forecast. The Board has regularly reviewed performance against budget with the CEO, Acting CEO & Chief Financial Officer and Managing Directors of the UK and International business units and received regular updates on consumer trends, new product developments and customer relations.

The Board reviewed the Group’s approach to Health and Safety, product safety and the control of allergens as well as trends and issues relating to nutrition, modern day slavery, gender pay and plastic packaging. The Board also undertook a review of talent management and succession planning for senior management.

Compliance with the UK Governance Code 2016

The Board supports the principles laid down by the UK Governance Code 2016 (the Code) as issued by the Financial Reporting Council which applies to accounting periods beginning on or after 17 June 2016 (available at www.frc.org.uk).

However, following a number of Board changes in the final quarter of the year, there were a number of areas of non-compliance with the Code as the Board goes through a period of transition.

We are currently undertaking a search process for a new CEO. It was agreed that the normal review of Board effectiveness and of the Chairman should be postponed until later in the year to allow new directors time to familiarise themselves with colleagues and the Board process. In addition, for a temporary period, there was no Senior Independent Director or Chairs of the Audit Committee and Remuneration Committee, although these positions have now been filled.

The Board intends to remedy any remaining areas of non-compliance as soon as is practicable.