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Governance Policies and Statements


Code of Conduct

The Group is committed to ensuring that everyone who comes into contact with the business is treated with respect, and that their health, safety and basic human rights are protected and promoted. The Board has approved a code of conduct, which sets out the standards of behaviour all employees are expected to follow, and provides useful guidance to help colleagues when it comes to doing the right thing. The code was introduced in 2012 and is updated and reissued on a periodic basis.

A copy of the code is included in the induction pack for new joiners and is available on the Group’s intranet and corporate website.

Premier Foods Code of Conduct - rev 2020

Safecall Whistleblowing Helpline

Premier Foods is committed to conducting business with integrity, fairness, respect for our Values, and within the law.
We have a dedicated independent Whistleblowing Helpline, operated by Safecall, which is available to all colleagues, contractors, agency workers, customers, suppliers and distributors, to enable them to report any concerns or suspicions about any wrongdoing, unethical practice or criminal acts on the part of any employee of Premier Foods. All information received via the Safecall Whistleblowing Helpline will be treated seriously, in line with best practice and applicable law and, as far as possible, confidentially.

What matters should you report through Safecall?

If you suspect or become aware of serious wrongdoing, or the concealment of wrongdoing, you should report this through Safecall. Examples of matters to report via Safecall include:

  • the commission of a criminal offence or any other unlawful act (such as fraud, theft, bribery & corruption, or anti-competitive behaviour)

  • dangerous practices or negligence at work, which put people or assets at risk

  • actions or negligence that could impact adversely on food or product safety

  • a failure to comply with any legal obligation

  • accounting malpractice or falsifying documents

  • human rights and modern slavery concerns

  • risks or actual damage to the environment

  • concealment of any of the above

How to report
Please contact Safecall on: +44 (0)800 915 1571
Or report online at: www.safecall.co.uk/clients/premier-foods
The service is free for you to call or contact online, 24 hours a day, and you can remain anonymous if you wish.

Our response to reports
Once a concern or incident has been reported, we will make preliminary enquiries and decide if further investigation is needed. If so, a decision will be made whether this should be conducted internally or whether the matter should be referred externally. Where possible, we will advise you of the outcome of any investigations.
Any colleague, contractor, agency worker, customer, supplier or distributor, who reports their genuinely held concerns, will not be victimised or treated less favourably in any way as a result.
Deliberately raising false or malicious allegations is not acceptable and will be viewed extremely seriously.

Anti-Bribery and Corruption - our approach

Premier Foods’ policy is to conduct its business in an honest and ethical manner, upholding a zero-tolerance approach to bribery and corruption. We are committed to acting professionally, fairly and with integrity in our business dealings and relationships, wherever we operate, implementing and enforcing effective systems to counter bribery and corruption and complying with all relevant laws.

The Group has in place an Anti-Bribery and Corruption Policy and a code of conduct for third parties which provides guidance for complying with anti-corruption laws. This covers, amongst other things, guidance on dealings with third parties, facilitation payments, gifts and hospitality and charitable and political donations. We do not tolerate any form of bribery or corruption and expect all colleagues, business partners, suppliers, contractors, joint venture partners, customers, agents, distributors and other representatives to act in accordance with all laws and applicable Group policies.

We introduced a revised Anti-Bribery and Corruption Policy in 2021 and this also includes a Gifts and Hospitality Register which is reviewed on a regular basis by the Legal team. All gifts and hospitality must be entered onto the register and any gifts or hospitality over £100 must be authorised by a line manager.

We provide annual Anti-Bribery and Corruption training, which is focused on our senior leaders and those assessed as being most exposed to potential risk due to the nature of their roles. This is facilitated through an on-line training course and requires colleagues to confirm that they have read and understood the latest Anti-Bribery and Corruption Policy and also pass a comprehensive test, based on a range of relevant scenario’s that may arise in the course of their work.

We have also recently introduced a Dow Jones platform for Sanctions checks, and this also covers checks for bribery, fraud and corruption. We have carried out a review of all existing customers and suppliers and are currently in the process of integrating the Dow Jones checks as part of the onboarding process for any new suppliers and customers. Any checks that are flagged as red or orange are escalated to the Head of Legal and Head of Treasury for further review and action.

Inclusion and Diversity

The Board adopted a Diversity Policy in 2022, which is available on the Group’s website. The purpose of the policy is to ensure an inclusive and diverse membership of the Board and its committees, to enhance decision making and assist in the development and delivery of the Group’s strategy. The Board believes it is important that its membership includes a broad mix of skills, professional and industry backgrounds, geographical experience and expertise, gender, tenure, ethnicity and diversity of thought. A culture of inclusion and diversity is promoted through a clear tone from the top, with the Board and ELT championing inclusion and diversity in support of the Group’s values. The Board, or where appropriate the Nomination Committee, will:  

  • Consider all aspects of diversity when reviewing the composition of the Board and its committees, and when reviewing the Board’s effectiveness;  

  • Only engage executive search firms who have signed up to the voluntary Code of Conduct on gender diversity and best practice and request them to identify suitable candidates for appointment to the Board on merit against objective criteria, having regard to the benefits of diversity in promoting the success of the Group;  

  • Encourage the development of a diverse internal talent pipeline to meet future succession planning needs of the Group, by supporting and monitoring the Group’s actions to increase the proportion of senior leadership roles held by women, people from ethnic minority backgrounds and other under-represented groups across the business; and  

  • Assist the development of a diverse pipeline of high-calibre candidates by encouraging senior individuals within the business to take on additional roles to gain valuable board experience.


Developments over the year

The Board and Nomination Committee regularly review the Group’s approach to diversity (including both gender and ethnicity), within senior management and across the whole business and this remains an area of significant focus. The Board supports the recommendations set out in the FTSE Women Leaders Review and the Parker Review. The Nomination Committee has reviewed the requirements of, and compliance with, LR 9.8.6(9) and notes that the Company is compliant with the recommendations of the Parker Review, but not yet in compliance with the requirements of FTSE Women Leaders Review, but has established a road map with the aim of achieving full compliance, as required, by the end of 2025.  

At least 40% of Board directors to be women

As at 1 April 2023, 36% of Board directors were women. In May 2022, Roisin Donnelly joined the Board and, in July 2022, Pam Powell and Daniel Wosner, retired as directors. This resulted in overall female representation reducing from 39% to 36%. The Committee will continue to monitor the skills and experience required by the Board, and the need to replace departing Board members, and currently anticipates female representation to be at least 40% by the end of 2025. At least one of Chair, SID, CEO, CFO to be a woman.  

At least on of Chair, SID, CEO, CFO to be a woman

As at 1 April 2023, none of the four senior posts were held by a woman. Given that all of the roles are currently occupied, the Board aims to increase diversity within this area, as soon as the opportunity arises, taking all aspects of diversity into account. At least one director is from a minority ethnic background.

At least one director is from a minority ethnic background

As at 1 April 2023, the Board was compliant with the recommendation.

Further information on our approach to inclusion and diversity across the business is set out in our Enriching Life Plan here.

A copy of our Board Diversity Policy is available 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 2023

Nomination Committee Terms of Reference - rev 2023

Remuneration Committee Terms of Reference - rev 2023

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