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BOARD EFFECTIVENESS

During late 2025/early 2026, the Board conducted its triennial external evaluation of its own performance and that of its Committees and individual Directors in accordance with the requirements of the 2024 Corporate Governance Code and recommendations of the Financial Reporting Council’s Guidance on Board Effectiveness.

The Company conducted a tender process led by the Chairman and Company Secretary to appoint consultants to facilitate the Board evaluation, with the support of the Non-Executive Directors. The Company appointed Ffion Hague of Independent Board Evaluation who has a long-established reputation in the field. Ffion Hague is independent of the Company and has not previously provided it with any services or otherwise has any connection to the Group.

Evaluation process

Following appointment, Ffion Hague met with the Chairman, Chief Executive and Company Secretary to gain a greater understanding of the strategy of the business and context within which the evaluation was being undertaken, and to agree the scope of the evaluation process. In person meetings were then held by Ffion Hague with each Director and Company Secretary during which a range of agreed topics were discussed, including:

  • Board composition;
  • leadership and succession planning;
  • Board dynamics and decision making;
  • strategy, purpose, values and culture;
  • operation of Board Committees;
  • Board logistics and secretariat suport.

In addition, Ffion Hague reviewed the Committee Terms of Reference and a range of Board papers, and also interviewed a number of senior executives who interact regularly with the Board and the external auditors in relation to the operation of the Audit Committee. Additional insight was also provided by observing the January Board and Committee meetings. In relation to the ESG Committee, the review was limited to the structure and constitution of the Committee following its recent restructuring described in more detail in the ESG Committee Report on page 91.

Ffion Hague then discussed her initial conclusions with the Chairman, and a report was prepared, which was circulated to all members of the Board, which included findings and a number of recommendations. The report was then presented to the Board by Ffion Hague and discussed at its March meeting.

Findings

Ffion Hague’s evaluation report was robust and informative and provided a valuable independent external perspective on the Group’s governance. In particular, the evaluation found that:

  • overall, the Board operates in a collaborative manner with a focus on performance and growth and is values-led;
  • the Board provides a good balance of challenge and support to management with a strong sense of accountability; and
  • the Board is well supported by its Committees, although there is scope for further development of the Nomination Committee.

In connection with the presentation of the evaluation report, Ffion identified a number of areas where there was scope for further development which the Board considered, including the following:

  • Rebalancing the Board’s focus from operational matters to allow more focus on strategy and risk;
  • Strengthening succession planning by developing more formal processes incorporating development plans for internal candidates; and
  • Greater clarity in relation to expectations of Non-Executive Directors in balancing support with robust challenge.

The report made a number of recommendations, including the following:

  • reviewing the Board’s agenda to focus on a smaller number of strategic long-term
    priorities, with a greater use of non-executive only briefings and meetings;
  • formalising Board objectives to inform its priorities;
  • enhancing the role of the Nomination Committee in relation to succession and appointment processes; and
  • increasing the exposure of Non-Executive Directors to employees and facilitating greater interaction with senior executives.

The report also made a number of more detailed recommendations relating to enhancing the preparation and format of Board papers and agendas, which will be adopted.

Actions

The Board considered the recommendations and approved an action plan at its May meeting to address these. The principal actions covered by the plan include:

  • formalising Board priorities to inform the broader approach to its activities over the year;
  • reviewing the structure of Board agendas to rebalance these to allow greater focus on strategy and risk;
  • facilitating more frequent non-executive only meetings to allow for greater consideration and interaction between Non-Executive Directors;
  • incorporating greater use of Board presentations and meetings outside formal meetings to facilitate greater interface between Non-Executive Directors and employees (including other senior executives); and
  • adoption of more formal Nomination Committee processes and a wider remit, beyond Executive Director succession, to identify long-term skill requirements for the wider Board and senior management more broadly.

The summary of the Board Performance Evaluation set out above has been reviewed and approved by Ffion Hague of Independent Board Evaluation.