Promoting long-term sustainable success

The Board fully supports the principles laid down in the UK Corporate Governance Code as issued by the Financial Reporting Council in 2018 (the 2018 Code), which applies to the financial year ended 31 July 2024 and is available at www.frc.org.uk.

This report sets out the Company’s governance structure and how it complies with the 2018 Code and also includes items required by the Disclosure Guidance and Transparency Rules (DTRs).

The disclosures in this report relate to our responsibilities for preparing the Annual Report and Accounts, including compliance with the 2018 Code to the extent required, our report on the effectiveness of the Group’s risk management and internal control systems, and the functioning of our Committees.

Compliance with the 2018 UK Corporate Governance Code

The Board considers that it and the Company have, throughout the year, complied with the provisions of the 2018 UK Corporate Governance Code, which is the version of the Code which applies to the Company for its financial year ended 31 July 2024.

The role of the Board and its Committees

Board
Non-Executive Chair
Four independent Non-Executive Directors
Two Executive Directors

The Board is collectively responsible for promoting the long term sustainable success of the Company, generating value for shareholders, other stakeholders, and contributing to wider society. 

The Board sets the Group’s purpose, strategy and values, and ensures that these are aligned with the overall culture of the Group. 

The Board sets the Group’s risk appetite and satisfies itself that financial controls and risk management systems are robust, while ensuring the Group is adequately resourced.

It also ensures there is appropriate dialogue with shareholders on strategy and remuneration. 

The Board’s main responsibilities are included in a schedule of matters reserved for the Board.

The Board has delegated certain responsibilities to three Committees to assist it with discharging its duties. The Committees play an essential role in supporting the Board to implement its strategy and provide focused oversight of key aspects of the business. 

Audit Committee

Responsibility for oversight and governance of the Group’s financial reporting, internal controls, risk management and the relationship with the External Auditor.

Members
Four independent  
Non-Executive Directors

Reports to the Board

Remuneration Committee

Responsibility for the Remuneration Policy and setting individual remuneration levels for Executive Directors and senior management.

Members
Non-Executive Chair and Four independent Non-Executive Directors

Reports to the Board

Nomination Committee

Responsibility for oversight and governance of the Group’s financial reporting, internal controls, risk management and the relationship with the External Auditor.

Members
Four independent  
Non-Executive Directors

Reports to the Board

Executive Management Team

Responsibility for the operational delivery of the Group’s strategy and the day-to-day management of the Volution business.

Led by the Chief Executive Officer.

Reports to the Board

Sustainability Committee

Responsibility for the development and implementation of the Volution Sustainability strategy and initiatives, covering Product, Planet and People.

The Sustainability Committee is chaired by the Chief Executive Officer and is attended by designated Non-Executive Director for Sustainability matters, Amanda Mellor.

Reports to the Board

Group Risk Management Steering Committee

Responsibility for monitoring risk management throughout the Group, developing and implementing risk management policy.

The Group Risk Management Steering Committee is chaired by the Chief Financial Officer and its membership is made up of members of the Senior Management Team.

Reports to the Audit Committee

Employee Engagement

Claire Tiney
Designated NED for Employee Engagement

Reports to the Board

DEI Committee

Report to the Sustainability Committee.

Board responsibilities

The matters reserved for the Board include:

  • agreeing the Group’s strategy and objectives;
  • approving acquisitions and disposals;
  • changing the structure and capital of the Group;
  • approving the Annual Report and Accounts, Half-Year Report and stock exchange announcements relating to trading;
  • approving the Group’s dividend policy and declaration of dividends;
  • reviewing the effectiveness of risk identification and management and internal controls;
  • approving significant expenditure and material transactions and contracts;
  • ensuring a satisfactory dialogue with the Group’s shareholders;
  • appointing and removing Directors;
  • determining the Remuneration Policy for the Executive and Non-Executive Directors;
  • reviewing the Company’s overall corporate governance arrangements;
  • approving the Group’s Treasury Policy;
  • approving the appointment of advisers;
  • reviewing the effectiveness of the Board;
  • delegating authority to the Chief Executive Officer;
  • each year, meeting to set an annual budget for the business in line with the current Group strategy. The Board monitors the achievement of the budget through Board reports which include updates from the Chief Executive Officer, the Chief Financial Officer and other functions.