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A DOWN TO EARTH APPROACH TO GOVERNANCE

We have always believed that good governance helps companies make better decisions, for the benefit of all stakeholders, including the communities in which they operate, and for the economy, environment and society as a whole. This is reflected in our new purpose and shared values which are referred to throughout our latest governance report which can be found on pages 92 to 171 of our Annual Report 2021. We fully support the UK Corporate Governance Code published in July 2018, which sets out good practice that boards should adopt to be effective, accountable, transparent and focused on sustainable success over the longer term; and which encourages boards to focus on their purpose and culture, and to respond demonstrably to society’s demand that they consider the needs and expectations of their stakeholders.

Our governance approach has not changed fundamentally since the flotation of the Company in 2006. We do, however, review emerging guidance and best practice regularly to ensure we follow not just words and processes but the spirit of what is being asked of today’s UK plc. Our approach is summarised below:

  • We believe that good governance – in our words ‘doing things properly’ – leads to stronger value creation, the building of greater understanding and trust of our business, lowering risks and creating opportunities for all stakeholders.
  • It is the Board’s responsibility to instil and maintain a culture of openness, integrity and transparency throughout the business, through our policies, communications and by the way in which they, and therefore Dunelm acts.
  • We always intend to comply with the prevailing principles of good governance and code of best practice honestly, simply, transparently, and with clarity and integrity.
  • We are pragmatic in our approach and apply corporate governance guidelines in a way that is beneficial to our business, and our stakeholders, consistent with our culture and true to our shared values.
  • If we decide that the interests of the Company can be better served by doing things in a different way – without compromising our purpose, culture or shared values – we will explain our reasons why in a thoughtful, compelling way, including how we have mitigated any impacts of not following the Code.
  • Our Board members believe it is more important to focus on what is right for Dunelm than be in the spotlight; we are prepared to live with our decisions for the long term, and we care about and listen to our stakeholders.

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.

Related information

Our Corporate governance report for FY21 can be found on pages 92 to 171 of our 2021 Annual Report