The Board’s responsibility for leading the Company and overseeing the governance of the Group continues to be supported by a robust structure which allows for constructive debate and challenge by its members. This approach enables the Directors to make effective decisions, at the right time and based on the right information.
The Board has reserved key decisions and matters for its own approval, including its core responsibilities of setting the Group’s strategic direction, overseeing the delivery of the agreed strategy, managing risk and establishing the culture, values and standards of the Group as a whole.
There is a clear written division of responsibilities between the Chairman (who is responsible for the leadership and effectiveness of the Board) and the Chief Executive (who is responsible for managing the Company’s business).
The Board has delegated authority for the day-to-day management of the business to the Chief Executive. Executive Directors and senior management have been delegated authority by the Board to make decisions within specified parameters. Decisions outside of these parameters are reserved for the Board although management will often bring decisions within their delegated authority to the Board for scrutiny and challenge. Management are supported by three standing Executive Committees, the details of which are on our Governance Structure & Committees page.
The Board continues to apply good governance and considers that the Company has complied with the 2018 UK Corporate Governance Code (the Code) throughout the year ended 31 March 2023. The Corporate Governance Report, including the reports of the Audit, Nomination, Remuneration and Environmental Social Governance Committee, contained in the 2023 Annual Report and Accounts outlines how the Company applied the Code during the period.
An additional requirement arising from the Companies (Miscellaneous Reporting Regulations) 2018 is to include within the Annual Report and Accounts, a statement on how the Board has had regard to the matters set out in s.172(a) to (f) of the Companies Act 2006. The statement is supported by our strong engagement with key stakeholders in our business, including employees, suppliers, customers, local authorities, partners, communities and shareholders. Our s172 statement, which can be found within the strategic report of the Annual Report is available below. We have grouped our workforce engagement statement, stakeholder engagement statement, ESG Committee report and other information around the Board’s decision making process into a new section within the Annual Report called the ‘Applied Governance’ section. This can also be found below.
The Code is available to view at www.frc.org.uk.
An overview of our governance structure and constitutional documents can be found on our governance structure page: