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 26 March 2022, with the following exceptions:

Chairman remaining in post beyond nine years from appointment (Code Provision 19)
The Company did not comply with the requirement that the Chairman should not remain in post beyond nine years from appointment in relation to its former Chairman, Martin Davey, who retired as a Director of the Company in July 2021. However, the Board was of the view that Martin Davey’s knowledge and experience of the sector remained valuable and that his continuing as Chairman until his retirement remained appropriate. Martin was succeeded as Chairman by Tim Smith who is an independent Non-Executive Director appointed in 2018 and who therefore satisfies the requirements of the Code.

Executive Director pension contributions alignment with the Group’s workforce (Code Provision 38)
The Group is not compliant with the Code relating to the alignment of Executive Directors pension contributions. However, going forward, existing contractual pension entitlements will be frozen at their current monetary value for 12 months then reduced to 10 per cent of salary (in line with other Senior Executives of the Group). It is intended that pension entitlements will then be reduced to 5 per cent of salary (in line with the wider workforce rate) over the course of the next triannual policy review in 2024. Further details of Executive Director pension contributions are set out in the Remuneration Committee Report on page 112

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 115 of the Remuneration Committee Report.

Post-employment shareholding requirement for Directors (Code Provision 36)
The Group did not have a formal policy regarding post-employment shareholding requirements for Directors prior to the adoption of its current Directors’ Remuneration Policy in July 2021 when appropriate provisions were included in the new policy to satisfy the requirements of the Code. Details of the policy are set out in the Remuneration Committee Report on page 122.