Chair’s Corporate Governance Statement.
The Directors recognise that shareholders look to the Board to deliver growth and long-term shareholder value and I recognise that an efficient, effective and dynamic governance framework is crucial to achieving this.
This year the Board’s activities have included a focus on our long-term strategic direction and we held a strategy day in New York which provided an opportunity to meet our brand leaders and was critical in the development of our model. In November 2023, each of the Group’s segments, Engage, Transform, Delivery and Insights showcased their growth ambitions, strategies and technologies, including AI, at a Capital Markets Day to analysts and investors, to support the delivery of Next 15’s growth targets over the next five years. By focusing on the long term, we will protect our stakeholders such as employees, customers, suppliers and the wider community, and will also demonstrate that we care about, and plan to mitigate, our impact on the environment.
The Board has continued to apply the Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). The corporate governance framework which the Group operates, including Board leadership and effectiveness, Board remuneration and internal controls, is based upon principles which the Board believes are proportional to the size, risks, complexity and operations of the businesses within the Group.
The Board welcomes the publication of the new QCA Code and will look to apply the updated principles over the next year to continue to adopt best practice. We are committed to ensuring that we continue to be diverse and dynamic, and regularly review the composition of the Board, to ensure it retains a balance of skills, experience and diversity to determine how the strategy and business should evolve.
During the year, there were no changes to the composition of the Board and as at the date of this report the Board consisted of five Independent Non‑Executive Directors and three Executive Directors.
We have been working together collectively to harness the diversity of our skills and attributes to deliver the strategy of the Company.
As Chair I am responsible for leading the Board and for its governance of the Group, and with the support of the Company Secretary, work to ensure continual improvements to the Group’s governance in order to promote its continued long-term success.On behalf of the Board and shareholders, I would like to thank all our employees for their contributions to our growth and success. We welcome feedback from our shareholders at all times and I encourage all to participate in our AGM.
Penny Ladkin-Brand
Chair
Board and Committees.
The Quoted Companies Alliance’s Ten Principles of Corporate Governance.
Our approach to risk management is set out on page 54 of our Annual Report and Accounts 2024, and the principal risks to our business, and the actions we have taken to mitigate them, are set out on pages 58 to 67 of our Annual Report and Accounts 2024.
The Board is responsible for providing leadership, including setting the strategic direction, Group’s purpose and values, and promoting its long‑term success.
During the year, there were no changes to the composition of the Board and as at the year ended 31 January 2024, the Board consisted of an independent Non‑Executive Chair, three Executive Directors and four independent Non-Executive Directors.
We have been working together collectively to harness the diversity of our skills and attributes to deliver the strategy of the Company.
Biographies of each of the Board Directors, including the Committees on which they serve and chair, are on pages 68 and 69 of the Annual Report and Accounts 2024.
The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and knowledge, including a range of financial, commercial and entrepreneurial experience. The Board is also satisfied that it has a suitable balance between independence (of character and judgement) and knowledge of the Group to enable it to discharge its duties and responsibilities effectively. The Non-Executive Directors are considered to be independent. No single Director is dominant in the decision-making process. The Directors have complementary skills and experience in terms of sectors, geography and diversity.
The performance of the Board and its Committees is key to successfully leading the Company to follow its strategic direction. Regular monitoring and review is an important factor to facilitate and improve the effectiveness of the Board and its Committees. It is also a valuable feedback mechanism for improving effectiveness and maximising strengths, and highlighting areas for further development.
Having completed a rigorous internal evaluation last year led by the Chair and undertaken by a questionnaire being sent to all Directors and a one-to-one follow-up meeting with each Director and the Company Secretary, it was agreed to follow the same approach for the year ahead.
The outcome from the Board and Committee evaluation concluded that overall the directors consider that the Board and Committees effectiveness is improving. Following feedback from the Executive Directors, the Non-Executive Directors meet as a group prior to each Board meeting and share thoughts and any concerns on agenda items. This has helped the smooth running of Board meetings.
We have a strong corporate culture based on entrepreneurial spirit, taking personal responsibility and treating all stakeholders fairly and equitably. Businesses within the Group are given a high degree of autonomy in line with the Group’s emphasis on personal responsibility, with the centre acting as enablers and teachers. However, the Board and its Committees set a high standard for ethical behaviour and ensure the Group complies with applicable laws and regulations, and the Executive Team works to embed a corporate conscience that runs throughout Group initiatives and practices.
The Board monitors the culture of the Group through periodic updates on people, culture, inclusivity and talent provided by the Group Chief People Officer through monitoring exercises such as staff surveys, employee listening sessions and feedback from Paul Butler as the Board’s workforce engagement representative.
The Board’s structures and processes are set out in detail on pages 71 to 78 of the Annual Report and Accounts 2024.
Matters Reserved for the Board are available here.
The Terms of Reference for the Audit and Risk Committee are available here.
The Terms of Reference for the Remuneration Committee are available here.
s.172 Statement.
Under s172(1) of the Companies Act 2006 (‘s172’), the Directors of the Company are obligated to act in the way they consider would be most likely to promote the success of the Company for the benefit of its members as a whole (its stakeholders including shareholders).
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