Corporate governance

Compliance with the UK Corporate Governance Code

The Annual Report and Accounts for the year ended 30 March 2024 have been prepared in accordance with the UK Corporate Governance Code (Code) published by the Financial Reporting Council (FRC) in 2018. The Code is available on the FRC’s website at www.frc.org.uk. We explain throughout the governance section of the Annual Report and Accounts how we applied the principles and complied with the provisions of the Code.

The role of the Board

The Board is responsible for promoting the Company’s long-term sustainable success for the benefit of its shareholders and stakeholders and for establishing the Company’s Vision, Values, culture and strategy. The Board discharges some of these responsibilities directly and others through Committees which it has established to provide dedicated focus on particular areas. Execution of the strategy and management of the Company’s business is delegated to the Chief Executive, with the Board retaining responsibility for overseeing, guiding and holding management to account. The Board is also responsible for:

• establishing the Group’s long-term objectives, strategy and risk appetite
• ensuring the necessary resources are in place for the business to meets its strategic objectives
• establishing policies and business practices that support the strategy and align with the Company’s Values and culture
• overseeing the implementation of a robust governance and internal controls framework to allow for effective management of risk
• overseeing Board and Committee composition, Directors’ independence and conflicts of interest and effective succession planning for senior management
• maintaining effective engagement with the Company’s shareholders and stakeholders.

The Schedule of Matters Reserved to the Board is available here.

The Board delegates authority for certain matters to four principal Committees of the Board: Audit, Nomination, Remuneration and Responsible Business, the terms of reference for which are available here. The Board has also established a Disclosure Committee.

The Board has agreed a clear division of responsibilities between the Chairman and the Chief Executive, and these roles, as well as those of other Directors, are clearly defined so that no single individual has unrestricted powers of decision. The division of responsibilities can be found here.