Index of compliance
Index of compliance against disclosures under the QCA Code
December 2024
In accordance with the QCA Corporate Governance Code (“the QCA Code”) as updated in 2023, items requiring disclosure in the annual report & accounts have been referenced to the Group’s 2023 annual report published on 19 March 2024.
| Principle 1 – Establish a purpose, strategy and business model which promotes long-term value for shareholders | |
|---|---|
| Explain the company’s purpose, business model and strategy, key challenges in their execution and how these will be addressed. | Annual report 2023 See ‘Business model’ on pages 10 to 11 and ‘Strategy’ on page 12 |
| Principle 2 – Promote a corporate culture that is based on ethical values and behaviours | |
|---|---|
| Describe the desired company culture within the strategic report and how it is supportive of the company’s purpose, strategy and business model and how the board assesses and monitors the corporate culture. | Annual report 2023 See ‘Strategy pillars’ on page 11; ‘Sustainability’ pages 32 to 39; ‘Chairman’s corporate governance statement’ pages 46 to 47; ‘Board performance evaluation’ on page 50 |
| Principle 3 – Seek to understand and meet shareholder needs and expectations | |
|---|---|
| Describe the shareholder engagement activities. | Annual report 2023 See ‘Relations with shareholders and the AGM’ pages 50 to 51 |
| Provide appropriate quantitative and qualitative reporting on a company’s environmental and social matters to meet investor needs and expectations. | See 2023 TCFD report and 2023 ESG report |
| Identify those responsible for shareholder liaison. | Website See ‘Shareholder relations’ section of the ‘Directors’ responsibilities page‘ |
| Principle 4 – Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success | |
|---|---|
| Describe the environmental and social issues that the board has identified as being material to the company’s purpose, strategy, and business model, and relevant KPIs to track performance. | Annual report 2023 See ‘The Group’s business model’ on page 10; ‘Section 172 statement’ on page 15; ‘Performance evaluation’ on pages 24 to 25 and ‘Sustainability’ on pages 32 to 39 |
| Explain how the key resources and relationships are identified, who is responsible for stakeholder engagement and how feedback is obtained from different stakeholder groups and fed into board discussions, with examples of any outcomes. | Website See ‘Stakeholder awareness and engagement’ section of the ‘Directors’ responsibilities’ page‘ |
| Principle 5 – Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation | |
|---|---|
| Describe how the board has embedded effective risk management and internal controls to execute and deliver on the stated corporate purpose and strategy. Disclose risk and control information and how risk governance and processes support the board’s assessment of future prospects and viability/resilience considerations. | Annual report 2023 See ‘Risk management’ on pages 28 to 31 |
| Explain the company’s governance around climate-related risks and opportunities. | See ‘Sustainability’ on pages 32 to 34 of the ‘Strategic report’ |
| Explain how the audit committee has monitored and formally considered auditor independence during the corporate reporting cycle. | See ‘Financial reporting and review of financial statements’ on page 52 |
| Principle 6 – Establish and maintain the board as a well-functioning, balanced team led by the chair | |
|---|---|
| Identify each director and describe the relevant experience, skills and capabilities that each director has brought to the board’s agenda during the year and how those skills and capabilities support the board in overseeing the execution of the company’s strategy for the benefit of shareholders. | Annual report 2023 See ‘Board of directors’ on pages 40 to 41, and ‘Composition of the board and independence and re-election of directors’ on page 49 |
| Identify those directors who the board considers to be independent.
Describe the time commitment required from directors, and the number of meetings of the board and any committees, together with the attendance record of each director. Disclose any performance-related remuneration for non-executive directors. |
See ‘Operation of the board’ on page 48; ‘Audit Committee report’ on page 52 and Remuneration report’ on page 53 |
| Principle 7 – Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities | |
|---|---|
| Explain how each director keeps their skillset up-to-date. | Annual report 2023 See ‘Chairman’s statement on corporate governance’ on pages 46 to 47 |
| Set out any board sub-committees that have been established to facilitate more focused discussions and or oversight of particular subject matters. | See pages 52 to 53 of the ‘Corporate governance report’ |
| Describe and explain any external advice sought by the board or any committee. | See ‘Chairman’s statement on corporate governance’ on pages 46 to 47 |
| Describe the roles and responsibilities of the chair, chief executive and any other directors who have specific individual responsibilities or remits | Website See ‘Chairman and chief executive’ section of the ‘Directors’ responsibilities‘ page |
| Describe the roles of any committees setting out any terms of reference and matters reserved by the board for its consideration | See ‘Board committees‘ and ‘Board objective‘ pages |
| Describe any actions taken and / or plans for evolution of the governance framework. | See ‘Chairman’s corporate governance statement‘ |
| Principle 8 – Evaluate board performance based on clear and relevant objectives, seeking continuous improvement | |
|---|---|
| Include a high-level explanation of the board performance review process and brief overview of the past year’s performance review.
Set out when the last externally facilitated board review took place and when it is next planned. Provide an outline description of the succession planning process and expected appointments. |
Annual report 2023 See ‘Chairman’s statement on corporate governance’ on pages 46 to 47 and ‘Succession planning on page 50 of the ‘Corporate governance report’ |
| Include summary of the criteria against which board, committee and individual effectiveness is considered and how review procedures have evolved from previous years, results and action taken or planned as a result | Website See ‘Chairman’s corporate governance statement‘ and the ‘Board evaluation‘ page |
| Explain how the company approaches succession planning and the criteria and process by which it determines board and senior management appointments including any links to the board performance review process. | See ‘Succession planning’ section of the ‘Directors responsibilities‘ page |
| Principle 9 – Establish a remuneration policy which is supporting of long-term value creation and the company’s purpose, strategy and culture | |
|---|---|
| Explain how the remuneration structure and practice supports the delivery and attainment of the company’s purpose, business model, strategy, and culture. | Annual report 2023 See ‘Remuneration report’ on pages 53 to 56 |
| Principle 10 – Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders | |
|---|---|
| Within the corporate governance report, reflect on challenges experienced in the year and signpost how these were addressed at the board and whether any changes were made to board structure or process. | Annual report 2023 See ‘Composition of board and independence and re-election of directors’ on page 49 |
| Include an audit committee report. Include a remuneration committee report. |
See ‘Audit committee report’ on page 52; and ‘Remuneration report’ on page 53 |
| Identify any omitted disclosures from principles 1-9 and explain their omission. | Reviewed against the 2023 QCA Code in September 2024; currently no ommitted disclosure identified |
| Disclose the outcomes of all votes in a clear and transparent manner. | Website See the AGM results page |
| If a significant proportion of votes have been cast against a resolution, explain what action is being taken. |
See the AGM results page |
| Include historical annual reports and other governance-related material. | See the Reports and presentations page |
Strategy
The Group is a responsible producer, striving for excellence, with a focus on continuing growth and offering an increasing yield.
AGM
Our AGM gives investors extensive opportunity to meet and question the board.