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Our Governance

Corporate governance and how it supports the delivery of the Group’s strategic objectives

The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that promotes the long-term success of the Company and generates value for shareholders and contributes to all our stakeholders whether customers, suppliers, employees, the government or wider society.

The Board leads the Group’s governance structure. It provides stewardship of the Company with the purpose of safeguarding its long-term sustainable success, creating value for the Group’s shareholders and other stakeholders, and enabling the Group to make a positive contribution to the communities and wider societies in which it operates.

Purpose, values and culture

One of the Board’s responsibilities is to assess and monitor culture, to ensure it is aligned with the Group’s strategy. We continue to make progress with embedding the Group’s purpose and values across the business, increasing investment in communication and engagement with colleagues, and up-weighting training in areas such as leadership and Inclusion and Diversity. We monitor progress through regular HR updates, Group-wide colleague surveys, site visits by the Board, issues raised in whistleblowing helpline calls, colleague retention levels and through the work of the Workforce Engagement NED.  

The Board reviewed the Group’s purpose, values, strategy and culture as part of the review and approval of the Group’s five-year strategic plan in February 2023. The Board’s effectiveness in monitoring the culture and behaviours throughout the organisation was also considered as part of this year’s external Board evaluation and rated positively. 

Group strategy

The Board has an important role to play in reviewing and approving the Group’s strategy and in providing effective oversight of the implementation of the key elements of the strategy, in order to deliver long-term sustainable growth. Over the year, the Board has reviewed the Group’s five-year strategic plan and the key steps to deliver the stretching growth plans. 

Changes made to the structure of meetings and agenda items last year have aided focus on the delivery of the Group’s strategic priorities. The changes have resulted in enhancing the balance of time spent reviewing operational performance and allowed more time for forward-looking matters, such as innovation, investment and growth initiatives. In addition, in light of the increased size of the Board, committee membership was reviewed, and the changes made took effect from the end of the 2022 AGM. For details on the board of directors and committee memberships, please refer to “Our Board of Directors” page of this website. 

ESG strategy and climate risks

The Board has overall responsibility for the Group’s ESG strategy and for the oversight of the climate-related risks the business faces as a leading UK food producer. In 2021,  the Board approved a strengthened ESG strategy, the Enriching Life Plan, which is focused on three areas: Product, Planet and People. The Board delegates day-to-day management of the ESG strategy to the ESG Governance Committee, which is chaired by the CEO and supported by the ESG Director, members of the ELT and subject matter experts from across the Group. Regular updates are provided by the CEO. The Board reviews ESG strategy on a biannual basis and progress against ESG targets are reported at each scheduled Board meeting. 
Climate related risks are incorporated into the Group’s Enterprise Risk Management framework. This ensures a bottom-up approach to identifying and quantifying risks for prioritisation, as well as oversight through appointed members of the ELT, the Audit Committee, and ultimately the Board. In addition, the ESG Governance Committee oversees the TCFD Steering Group, which is responsible for embedding the TCFD framework across the business. ESG matters and climate risks are also taken into account by the Board when making key decisions as part of its responsibility to consider matters under Section 172 of the Companies Act. 

Governance and risk

The Board is responsible for the oversight of risk and the effectiveness of the Group’s system of internal control, including the financial reporting process. In doing so, it ensures that the necessary resources are in place for the Company to meet its objectives and to measure its performance. The Board has an effective governance and risk framework, which has been devised to ensure that the Group is being operated and managed appropriately, and that prudent and effective controls are in place to identify and manage or mitigate those risks. 

During the year, the Board has undertaken a robust assessment of the Group’s emerging and principal risks. 

The Board noted that the macro-economic environment remained challenging and has monitored the impact of elevated levels of inflation on the business and key stakeholders, such as consumers, customers, colleagues and suppliers. The overall cyber security landscape also remained an area of elevated risk and the Board continued to receive regular updates on the Group’s IT strategy and management actions to strengthen resilience. This included third party penetration testing of the Group’s systems, a Group-wide cyber awareness programme, investment in technology infrastructure at manufacturing sites and the strengthening of systems to support the Group’s internal controls systems. The Board has delegated authority for monitoring risk management and internal controls to the Audit Committee and further information is set out in the Audit Committee report in our 2023 Annual Report on pages 87 and 88. 

Workforce Engagement

The Board and its committees receive regular updates on workforce matters, and this is a standing item reported to the Board via regular HR reports. This includes updates on key issues, such as site-based pay negotiations, vacancies and recruitment, the review of talent management and succession plans, the results of periodic employee engagement exercises and action plans to address the issues raised.

These activities are enhanced by the work of the Remuneration and Audit Committees, which review remuneration arrangements for the workforce across the business and the issues raised via the Company’s confidential whistleblowing helpline and management’s response to them.

Helen Jones, as the Company’s Workforce Engagement NED, has an important role in fostering effective engagement with the workforce to enable the Board to be kept informed of the views of the workforce, and ensure these views are taken into consideration as part of the Board’s decision-making process. Voice Forums have been established at all our sites, facilitating two-way engagement with colleagues across the business. During the year, Helen attended these meetings at various sites, and the results were fed back to the Board. Updates were provided on the impact of the cost of living crisis on lower-paid colleagues, recruitment challenges for certain skilled roles and the need for continued site investment. Appreciation was noted for the cost of living payments made to non- management colleagues, the availability of products via the ‘Company Store’ and the work being undertaken at sites in regard to Inclusion and Diversity and mental health support. 

UK Governance Code 2018

The Board supports the principles laid down by the UK Governance Code 2018 (the Governance Code) as issued by the Financial Reporting Council, which applies to accounting periods beginning on or after 1 January 2019 (available at www.frc.org.uk).