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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. Over the last few years, significant progress has been made in embedding the Group’s 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. Progress is monitored via 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 April 2021, and the launch of the Group’s new purpose and strengthened ESG strategy in October 2021. The Board’s effectiveness in monitoring the culture and behaviours throughout the organisation was also considered as part of this year’s internal 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 pans.

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 major UK food manufacturer. The Board approved a strengthened ESG strategy, the Enriching Life Plan, which was launched in October 2021. Following a materiality study with key stakeholders, the Group’s priorities are now focussed in 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 matters 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. 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 for setting the Group’s risk appetite. 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 established a robust governance and risk framework, which has been devised to ensure that each business is being operated and managed appropriately, and that prudent and effective controls are in place to identify emerging and principal risks and to manage or mitigate those risks.

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. During the year, the Group undertook a Group-wide engagement survey which had an 88% response rate. The Board will review the results of the survey, management’s plans to address issues raised and monitor progress against this over the coming year.

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 sites across the business and, during the year, Helen attended meetings at a number of sites, and the results of these meetings fed back to the Board.

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).