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 2023 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 2023.
The role of the Board and its Committees
Board
Chair
Non-Executive Directors
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
Nigel Lingwood
- Manages and provides leadership to the Board of Directors and
is responsible for the overall effectiveness of the Board - Ensures appropriate composition of the Board together with the right skills and talent
- Acts as a direct liaison between the Board and the management of the Company, through the Chief Executive Officer
- Ensures that the Directors are properly informed and that sufficient information is provided to enable the Directors to form appropriate judgements
- In concert with the Chief Executive Officer and the Company Secretary, develops and sets the agendas for meetings of the Board
- Promotes a culture of open debate between the Executive and non-Executive Directors
- Recommends an annual schedule of work including the date, time and location of Board and Committee meetings
- Ensures effective communications with shareholders and other stakeholders
Ronnie George
- Responsible for the day-to-day management of the Group
- Together with the Senior Management Team, is responsible for executing the strategy, once it has been agreed by the Board
- Creates a framework that optimises resource allocation to deliver the Group’s agreed strategic objectives over varying timeframes
- Ensures the successful delivery against the financial business plan and other key business objectives, allocating decision making and responsibilities accordingly
- Together with the Senior Management Team, identifies and executes new business opportunities and potential acquisitions or disposals
- Manages the Group with reference to its risk profile in the context of the Board’s risk appetite
Andy O’Brien
- Ensures the Group has adequate financial resources to meet business requirements
- Responsible for financial planning and record keeping, as well as financial reporting to the Board and shareholders
- Ensures effective compliance and control and responds to ever increasing regulatory developments, including financial reporting and capital requirements
- Management of the financial risks of the Group
AMANDA MELLOR
- An independent Non-Executive Director
- Provides a sounding board for the Chairman
- Serves as an intermediary for the other Directors when necessary
- Is available to shareholders if they have concerns when contact through the normal channel of the Chief Executive Officer has failed to resolve them, or for which such contact is inappropriate
- Leads the appraisal of the Chair’s performance with the other Directors annually
Amanda Mellor
Claire Tiney
Margaret Amos
Jonathan Davis
- Provide constructive challenge to the Executive Team
- Provide input on strategy
- Scrutinise management’s performance in meeting agreed goals and objectives
- Monitor performance reports
- Satisfy themselves on the integrity of financial information and that controls and risk management systems are robust and defensible
- Determine appropriate levels of remuneration for Executive Directors, appointing and removing Executive Directors, and succession planning
Claire Tiney is the designated Non-Executive Director responsible for overseeing Workforce Engagement. Claire has a structured engagement plan involving two Group-wide Employee Forum events each year, through which she has been able to provide the Board with further context to support the view that the Company is undertaking appropriate workforce-related activities and to also provide feedback to the Board regarding the views of employees.
FIONA SMITH
- Plays a leading role in the good governance of the Company by supporting the Chairman and helping the Board and its Committees to function efficiently, ensuring governance processes remain fit for purpose and considering any improvements as appropriate
- Ensures compliance with the rules and regulations required by a premium Main Market listing on the London Stock Exchange including the UK Corporate Governance Code
- All Directors have access to the services of the Company Secretary, who may facilitate independent professional advice at the Company’s expense at their request to fulfil their duties
- Ensures good information flows within the Board and its Committees and between the Senior Management Team and the Non-Executive Directors, as well as facilitating induction and assisting with professional development as required
- Acts as secretary to the Board and each of its Committees
- The appointment or removal of the Company Secretary is a matter for the Board as a whole
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.
