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 management. The committees assist the Board by fulfilling their obligations and reporting back to the Board on the outcomes from their respective activities.


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


The Board is pleased to report that it has complied with the requirements of the Code during the 52 weeks ended 25 March 2023, with the following exceptions:

Executive Director pension contributions alignment with the Group’s workforce (Code Provision 38)

As part of the Company’s review of its Remuneration Policy in 2021, the requirement for Executive Director pension contribution alignment with the Group’s workforce was addressed by the Remuneration Committee agreeing with the Executive Directors that their contractual entitlement to a contribution rate of 20 per cent of salary would be progressively aligned with the 5 per cent contribution rate applicable to the wider workforce. It was agreed that Executive Directors’ contractual entitlements would be frozen at their monetary value for two years and then reduced to 10 per cent of salary from 1 April 2023 and then further reduced to 5 per cent over the course of the following triennial Remuneration Policy review in 2024. The progressive alignment agreed was considered fair and appropriate by the Remuneration Committee, accepting that there would be a resulting delay to full compliance with Code Provision 38. The Company has since increased the pension contribution rate available to its wider workforce to 10 per cent of salary through the introduction of a matching contribution scheme in 2023 and, consequently, there will be no further reduction to Executive Director pension contribution rates. Following the increase to the pension contribution rate available to the wider workforce, the Company will comply fully with Code Provision 38. Further details of Executive Director pension contributions are set out in the Remuneration Committee Report on page 109.

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. Details of how Executive Director pay is considered in the context of the broader workforce is set out on page 110 of the Remuneration Committee Report.

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.