UK Corporate Governance Code

The UK 2018 UK Corporate Governance Code published by the Financial Reporting Council (the “Code”) sets out standards of good practice in relation to: board leadership and company purpose; division of responsibilities; composition, succession and evaluation; audit, risk and internal control; and remuneration.

This section describes how the Board has applied the Principles of the Code. Throughout the financial year and to the date of this report, the Company has complied with the Provisions of the Code, with the exception of the following:

Provision 12 – Senior Independent Director

In June 2020, Howard Pien took a medical leave of absence and subsequently stood down from the Board in September 2020. Daniel Tassé, Senior Independent Director, acted as Interim Chair of the Board from June 2020 until Graham Hetherington was appointed Chair of the Board in November 2020. The Company was therefore not compliant with Provision 12 of the Code from June 2020 to November 2020 as the roles of the Chair of the Board and Senior Independent Director were combined.

Provision 20 – Appointment of Chair

An external search process was not used in connection with the appointment of Graham Hetherington as Chair of the Board in November 2020 as the Board considered that there were a number of potential candidates amongst the serving Non-Executive Directors. Further information regarding the appointment process can be found on page 74.

Provision 21 – Annual performance evaluation

The Board undertook an evaluation of its performance and the performance of its Committees. The evaluation was facilitated by the Interim Chair and supported by the Company Secretary and Lintstock, an independent consultancy. The Company was not a constituent of the FTSE 350 for the majority of the year (the Company was promoted to the FTSE 350 in September 2020) and the Board determined that it would not undertake a full externally facilitated Board evaluation in 2020, but has agreed that it will do so in 2021. The Board last undertook an externally facilitated evaluation in 2017.

The 2020 evaluation process did not include an assessment of the performance of the Chair as, at the time of the evaluation, an Interim Chair was in place and a succession process was underway to identify a permanent Chair.

Provision 24 – Audit Committee composition

In June 2020, Howard Pien took a medical leave of absence and subsequently stood down from the Board in September 2020. Daniel Tassé acted as Interim Chair from June 2020 until Graham Hetherington was appointed Chair of the Board in November 2020; he remained a member of the Audit Committee during this period.

Graham Hetherington was appointed a member of the Audit Committee upon his appointment to the Board in November 2019 and was subsequently appointed Chair of the Audit Committee on March 31, 2020. Graham is currently the designated member of the Audit Committee with recent and relevant financial experience and competence in auditing and accounting.

In November 2020, Graham Hetherington was appointed Chair of the Board. On appointment, Graham stepped down as Chair of the Audit Committee, but remained a member of the Committee to ensure its composition remained compliant with the requirement that a member have recent and relevant financial experience and competence in auditing and accounting.

The Company was therefore not compliant with Provision 24 of the Code from June 2020 to the end of the financial year as the Interim Chair of the Board and subsequently the Chair of the Board were also members of the Committee. A search process is underway to identify an independent Non-Executive Director with recent and relevant financial experience.

Provision 38 – Pensions

The pension arrangements for the Chief Executive Officer, Mark Crossley, and the Chief Financial Officer, Ryan Preblick, are fully aligned with the wider US workforce. The pension arrangements for the former Chief Executive Officer were not fully aligned with the wider US workforce and the Company was therefore not fully compliant with this provision for the period up to his departure in June 2020. Further information can be found in the 2020 Directors’ Remuneration Report on remuneration on page 96.