Our governance framework

Our governance framework is split between different responsibilities ranging from our Group Chair, Non-Executive Directors, Executive Leadership and various committees. The Board of directors is responsible for the governance of the Group. This includes setting the Group’s purpose, values and strategy, and providing oversight to ensure they are embedded into the business. They supervise the management of the business, monitor performance and report to shareholders on their stewardship.

Further details on the responsibilities of the Board, plus the division of Responsibilities for the roles of the Group Chair and the Chief Executive Officer can be found within Matters Reserved to the Board.

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 23 July 2021.

In addition to the above, the Board has established three committees which assist in discharging its responsibilities.

The Board has three committees which assist in the discharge of its responsibilities, namely oversight of financial performance, internal controls, Board composition and remuneration strategy.

The Audit Committee has delegated authority by the Board to monitor financial reporting including the annual and interim reports, preliminary results announcements and formal announcements relating to financial performance and reporting. The Committee ensures the effectiveness of the Company’s internal controls and risk management systems, including oversight of climate-related risks and the Group’s disclosures under the TCFD requirements. The Committee also monitors and reviews the Group’s whistleblowing arrangements.

The Committee monitors and reviews the effectiveness of the Group’s internal audit function, including the approval of any appointment or removal of the head of the internal audit function. The Committee is also responsible for considering and making recommendations to the Board on the appointment, reappointment and removal of external auditors including the setting of their remuneration. It also reviews its independence, including reviewing the impact of any non-audit services provided by the Group’s external auditors to the Board. A copy of the External Auditor Independence and Non-audit Services Policy is available below.

All committee members are considered to be independent, with a broad range of FMCG, commercial, operational, IT, financial and marketing experience relevant to the Group's business. In addition to the Committee members, the CEO, Chief Financial Officer, Director of Internal Audit and Risk and external audit lead partners are regularly invited to the Committee’s meetings. The Committee is scheduled to meet at least three times a year and meets with the internal and external auditors at least once a year without the executive directors present.

This Committee is responsible for considering the size, structure and composition of the Board; leading the formal, rigorous and transparent process for the appointment of directors; making appointment recommendations so as to maintain an appropriate balance of skills, knowledge, experience and diversity on the Board; ensuring a formal and rigorous Board and Committee evaluation is undertaken on an annual basis; and overseeing the Company’s policy, objectives and strategy on inclusion and diversity. The Committee also reviews the succession requirements of the Board and senior management and makes recommendations to the Board as appropriate. The Nomination Committee is scheduled to meet at least twice a year.

The Remuneration Committee has delegated authority by the Board to approve the overall design of the Remuneration Policy for executive directors and senior management, to agree the terms of employment including recruitment and termination terms of executive directors, approve the design of all share incentive plans, recommend appropriate performance measures and targets for the variable elements of remuneration packages, and determine the extent to which performance targets have been achieved.

The Committee’s remit also includes reviewing the remuneration arrangements for the wider workforce and ensure there is alignment between the Group’s remuneration arrangements and culture. Our remuneration policy is designed to attract, retain and motivate a high calibre team. Focus is placed on driving exceptional performance and creating shareholder value in a sustainable way.

The 2023 Directors’ Remuneration Policy was approved by shareholders at the AGM on 20 July 2023. Copies of the 2023 Directors’ Remuneration Policy and the 2024/25 Directors’ Remuneration Report are available below.

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.