The Board is responsible for the long-term success and stewardship of the Company, overseeing its conduct and affairs to create sustainable value for the benefit of its Shareholders and other stakeholders, including customers, suppliers, employees and the communities in which the business operates.

The Board delegates certain roles and responsibilities to its various committees and to Senior Executives. The Committees ensure that there is independent oversight of internal controls and risk management and assist the Board by fulfilling their obligations and reporting back to the Board on the outcomes from their respective activities.

PRINCIPLES OF GOOD GOVERNANCE

The adoption and maintenance of good governance is the responsibility of the Board as a whole. The Board applies the principles of good governance and best practice as set out in the ‘Code’ which can be found on the Financial Reporting Council’s website www.frc.org.uk

COMPLIANCE STATEMENT

The Board is pleased to report that it has complied with the requirements of the Code during the 53 weeks ended 30 March 2024, with the following exceptions:

At least half the Board, excluding the Chair, should be non-executive directors whom the Board considers independent (Code Provision 11)
Following the retirement of Pam Powell as a Non-Executive Director on 1 September 2023, the Board had three independent
Non-Executive Directors (excluding the Chairman) and four Executive Directors. The Board undertook the recruitment of an additional independent Non-Executive Director using independent search consultants and appointed Rachel Howarth as a Non-Executive Director on 30 April 2024 to address this, following which the Company has been compliant with Code Provision 11.


The Remuneration Committee should have a minimum membership of three independent Non-Executive Directors (Code Provision 32)

Following the retirement of Pam Powell on 1 September 2023, the Remuneration Committee had only two independent Non-Executive Directors (excluding the Chairman). This was addressed by the recruitment and appointed to the Committee of Rachel Howarth, described in more detail above, following which the Company has been fully compliant with Code Provision 32.

Workforce engagement relating to alignment of executive remuneration with wider Company pay policy (Code Provision 40 and 41)
The Remuneration Committee does not directly consult with employees regarding the remuneration of the Executive Directors. However, when considering remuneration levels to apply, the Committee takes into account base pay increases, bonus payments and share awards made to the Company’s employees generally.

The Board has reviewed the financial statements and, taken as a whole, considers them to be fair, balanced and understandable, providing sufficient and appropriate information for Shareholders to assess the Company’s position and performance, business model and strategy. The Audit Committee provided guidance to the Board to assist it in reaching this conclusion.

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