CODE COMPLIANCE STATEMENT FY21
Our Corporate governance report for FY21, explains how we have applied the Code’s Principles – supported by reporting on its Provisions – as set out in the UK Corporate Governance Code published in July 2018 (the ‘Corporate Governance Code’), which is available from the website of the Financial Reporting Council, www.frc.org.uk. These principles are applied to the Company’s sole trading subsidiary through the Group’s governance, risk management and internal control structure. The Board considers that it has complied with the Corporate Governance Code during the financial year by applying the Principles and reporting against the Provisions in this Annual Report, except for the following:
Provision 12 – Senior independent Director (SID)
During the period from 28 June 2020 until the appointment of William Reeve on 10 September 2020 we did not have a Senior Independent Director (SID) in place. During this brief time, Sir Will Adderley, Deputy Chairman, carried out the SID role as required, and the Chairman’s annual appraisal in 2020 was completed as part of the third-party Board review. At FY21 year-end we were compliant.
Provision 38 – Executive pensions
Although our 2020 Remuneration Policy requires that the pension entitlement of newly appointed Executive Directors should be aligned to the workforce average, the pension entitlement of the incumbent executives, Nick Wilkinson and Laura Carr, exceeded this during the year. Prior to 1 July 2020, their entitlement was 10% of base salary; on 1 July 2020 they accepted a reduction to 8%. They have now agreed to reduce their pension entitlement from 1 August 2021 to the current workforce average, which is 3%. This is two years ahead of the Remuneration Committee commitment to do so by 1 July 2023. Further details are in the Remuneration Report on page 169 of our Annual Report 2021.
Our Corporate governance report for FY21 can be found on pages 92 to 171 of our 2021 Annual Report