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Governance Policies and Statements


Code of Conduct

As a business we will always comply with the law wherever we operate. Our code of conduct sets out the standards of behaviour all employees are expected to follow and provides useful guidance to help employees when it comes to making the right decision.

The Code is made up of 10 key elements:

  • Speaking up
  • Working with each other
  • Creating a safe workplace
  • Focusing on food safety
  • Acting honestly and complying with the law
  • Keeping Company information confidential
  • Competing fairly
  • Avoiding conflicts of interest
  • Working with customers and suppliers
  • Respecting the environment

A copy of this Code is provided to all employees. Managers have additional responsibilities to lead by example and to ensure that any issues raised by team members are followed up appropriately.

Premier Foods Code of Conduct - rev 2020



When selecting a new director, (which is normally conducted using an external search agency) the Nomination Committee requests that the search agency identifies candidates (both male and female) from a diverse range of ethnic backgrounds and considers a broad range of skills and experience, reflecting both the type of industry and the geographical locations in which we operate. The Committee is also mindful of the benefits that an inclusive culture can bring to our organisation as a whole. In 2011, the Board adopted a policy to have at least two female Board directors by 2015 and this target was successfully achieved in May 2013.

However, following our entry into the FTSE 250 in September 2020, we have not yet met the standard set for gender diversity on our Board outlined in the Hampton-Alexander Review. It is a matter of priority for the Board, that we address this as soon as practicable and the Chairman has committed to ensuring compliance with Hampton-Alexander by the end of the Company’s current financial year (2 April 2022). Whilst there were no female members of the executive team at year end, Hannah Collyer was appointed to the ELT in May 2021, as Corporate Affairs and ESG Director. In addition, within the wider management population (circa 550 colleagues) the gender split is more balanced at 43:57 (female to male) as at year-end. We are, therefore, focusing attention on ensuring appropriate retention and development opportunities are in place to ensure that we have a more diverse pipeline when it comes to succession planning for the most senior roles.

The Board and Nomination Committee have reviewed the Group’s approach to diversity (including both gender and ethnicity) within senior management and across the whole business on a number of occasions, and we are pleased to note that this has become an area of significant focus over the last couple of years. The Group is committed to creating an inclusive culture across the whole organisation and to create a safe work environment that promotes inclusion, dignity and respect for all. Over the course of the year, a number of significant steps have been taken to deliver this with a newly appointed Director of Talent and Culture and a Culture and Engagement Business Partner to accelerate the rollout of the diversity agenda. We have developed and launched a Reverse Mentoring Programme to address the gender imbalance within senior roles across the business. In addition, we regularly look at how we attract colleagues to the business to make sure our practices attract as diverse a talent pool as possible, and in 2021 we are implementing a line manager ‘diversity in recruitment’ training module.

Further information on our approach to inclusion and diversity across the business is set out in the Responsibility section here.


Articles of Association

The Articles of Association are the Company's internal rulebook and regulate the internal management of the Company setting out how decisions are made. It deals with matters such as the rights of shareholders, the appointment and removal of directors, the conduct of the board and general meetings and communications by the Company.

The Company adopted the current Articles of Association at the General Meeting held on 20 March 2014.

Premier Foods plc - Articles – rev. July 2021


Terms of Reference

The Board has established the following Committees to oversee and consider certain important areas in more detail than the Board:

  • Audit committee
  • Nomination committee
  • Remuneration committee

These Committees operate within defined terms of reference which set out the specific roles and responsibilities of each Committee. The Committees terms of reference are available below.

Audit Committee Terms of Reference - rev 2022

Nomination Committee Terms of Reference - rev 2022

Remuneration Committee Terms of Reference - rev 2022

To further embed our ESG strategy across the business and respond to the growing expectations of our stakeholders, we have established an ESG Governance Committee.

ESG Committee Terms of Reference May 2021

Tax Strategy

We have established a tax strategy to formally record the Group’s approach to compliance, governance and the objectives of the tax function. This is available following the link below:

Tax Strategy 

Section 430(2B) Companies Act Statements

Details of any payments to former directors can be found by following the link below:

Section 430(2B) Companies Act 2006 - Statements