The Board comprises eight directors; two Executive Directors, an Executive Chairman, Senior Independent Director and four further Non-Executive Directors.
The Board is responsible for the long-term success of the Group, overseeing the development and delivery of strategy and conduct of the business, to generate sustainable value for shareholders. Eight Board meetings are scheduled each year, alongside dedicated strategy days, and additional meetings are held as and when required.
The Company has established committees as follows:
Nomination Committee
The Nomination Committee comprises:
- Chair: Peter George
- Members: Kevin Quinn, Susan Searle
- Secretary: Jennifer Haddouk
Other Non-Executive and Executive Directors may be invited to attend meetings as appropriate.
Frequency of meetings:
The Nomination Committee meets at least once per year and otherwise if required.
Responsibilities:
The main responsibilities of the Nomination Committee are:
- To review the composition of the Board, including its size, balance of skills, knowledge, experience and diversity.
- To lead the process of the Board appointments and recommend the appointment of new Directors.
- To review the re-appointment of Non-Executive Directors.
- To make recommendations on the composition of the Board Committees.
- To consider succession for Board members and senior management.
Audit Committee
The Audit Committee comprises:
- Chairman: Kevin Quinn
- Members: Susan Searle, Hugo Wahnish, Peter George
- Secretary: Jennifer Haddouk
Other Non-executive Directors, the Group Financial Controller, and the Company’s auditors are invited to attend meetings as appropriate.
Frequency of meetings:
The Audit Committee is required to meet not less than twice in each financial year, and usually meets at least three times per year.
Responsibilities:
The main responsibilities of the Audit Committee are:
- To review accounting policies and the integrity and content of the financial statements.
- To monitor disclosure controls and procedures and the Group’s internal controls.
- To monitor the integrity of the financial statements of the Group, and to assist the Board in ensuring that the Annual Report and Accounts when taken as a whole, are fair, balanced and understandable.
- To consider the adequacy and scope of the external audits.
- To monitor the objectivity, independence and effectiveness of the external auditor, including the scope and expenditure on non-audit work.
- To review and approve the statements to be included in the Annual Report on internal control and risk management.
- To review and report on the significant issues considered in relation to the financial statements and how they are addressed.
Remuneration Committee
The Remuneration Committee comprises:
- Chairman: Susan Searle
- Members: Peter George, Kevin Quinn
- Secretary: Jennifer Haddouk
Other Non-executive and Executive Directors may be invited to attend meetings as appropriate.
Frequency of meetings:
The Remuneration Committee meets at least twice per year and otherwise if required.
Responsibilities:
The main responsibilities of the Remuneration Committee are:
- To monitor and develop the Company’s remuneration policy.
- To determine the remuneration of the Executive Directors.
- To approve the service agreements of the Executive Directors.
- To approve the remuneration of the senior managers.
- To determine the fees of the Chairman.
- To review the Company’s annual bonus proposals and to approve bonuses for the Executive Directors and senior managers.
- To approve the design of and oversea awards under the Company’s share incentive plans.
- To consider risks to the Group in light of the remuneration policies.
In exercising this role, the Remuneration Committee has regard to the recommendations put forward in the UK Corporate Governance Code.
Sustainability Committee
The Sustainability Committee comprises:
- Chair: Kevin Quinn
- Members: Ivonne Cantu, Trond Williksen
- Secretary: Jennifer Haddouk
Other Non-executive and Executive Directors may be invited to attend meetings as appropriate.
Frequency of meetings:
The committee meets at least twice per year and otherwise if required.
Responsibilities:
The main responsibilities of the Sustainability Committee include:
- To ensure that the Group’s strategy and operations are aligned with its social responsibilities to its people and those its operations affect, including with regard to labour standards, employee health and wellbeing, health and safety, community initiatives, and human rights and responsibilities.
- To ensure that the Group’s strategy is aligned with its goal to reduce the impact of food production on the environment, and to oversee the impact of its operations on the environment, having regard to the maintenance of biodiversity, fresh water use, climate change, pollution risk, land-use change, and ozone depletion.
- To oversee the impact of the Group’s operations on animals on land and in water, having regard to the health and welfare of animals under our care and those our operations impact, including food animals, wild animals, animals used in R&D and companion animals.
- To oversee appropriate governance across the group, including in relation to anti-corruption and shareholder and tax transparency.
The Company’s values live in all that we do:
- We are collaborative.
- We are practical
- We are courteous and have fun
- We are brave and ambitious
- We are focused
Disclosure Committee
The Disclosure Committee comprises as permanent members:
- Chair: Septima Maguire
- Members: Kevin Quinn, Trond Williksen
- Secretary: Jennifer Haddouk
In the absence of the permanent members of the Disclosure Committee, any two Directors, one of which is Septima Maguire or Peter George, may exercise the powers of the Disclosure Committee. Other Non-executive and Executive Directors may be invited to attend meetings as appropriate.
Frequency of meetings:
The Disclosure Committee meets when required during the year.
Responsibilities:
The main responsibilities of the Disclosure Committee include:
- To identify inside information giving rise to the need for the Company to create new insider lists or amend its existing insider lists and alert the Company Secretary to the existence of such inside information.
- To review the need to make market announcements of inside information.
- To consult where necessary with the Company’s advisers regarding the identification and treatment of inside information.
- To keep the adequacy of the Disclosure Procedures under review and monitor compliance with the same.
- To keep a written record of any decision to delay disclosure in accordance with MAR, and to consider the requirements for announcements in the case of rumours or leaks, including the need to issue holding announcements
- To oversee and, if deemed fit, approve any proposed market soundings and compliance with applicable regulatory requirements.
- To ensure that all regulatory announcements, shareholder circulars, prospectuses and other documents issued by the Company under any legal or regulatory requirements comply with applicable disclosure requirements.
We have agreed to report against the UK Corporate Governance Code (the “Code”).
A copy of the Code is available from the website of the Financial Reporting Council.
An overview of the Company’s compliance with the principles of the UK Corporate Governance Code applicable to the company during the financial year ended 30 September 2020 is set out in the Directors’ Report included in the latest annual report and accounts, a copy of which can be found here and below. This information is reviewed annually and was last reviewed on 2 December 2020 based on the Company’s compliance against the Code as disclosed in the latest annual report and accounts.
A. Board leadership and company purpose
The Board is collectively responsible for the long-term success of the Group and oversees the development and delivery of strategy and operations with a view to generating value for shareholders and operating in way that is supported by the right culture and behaviours.
It does this by exercising oversight and control over the performance of the Company through review of management financial information; agreeing budgetary targets; approving investment programmes and monitoring their execution against budget and returns on investment.
B. Division of responsibilities
There is a clear division of responsibilities between Chairman and Chief Executive Officer which is described this report. However, note that for the period from the start of the financial year until August 2020, Peter George was appointed as an Executive Chairman in order to ensure a smooth transition period and a successful handover of Malcolm Pye’s role and responsibilities. Peter George, following his transition back to a non-executive Chairman role, is considered by the Board to be independent for the following reasons:
- his role as Executive Chairman was always intended to be temporary, until the appointment of and handover to a new Chief Executive Officer, and this was always borne in mind during his tenure as Executive Chairman; and
- although the Company agreed an increased annual salary of £240,000 per annum payable to Peter while in this interim role, the Executive Chairman agreed to use the additional remuneration to launch a new company charity scheme. He will therefore receive no personal benefit from the increase in remuneration.
The Chairman leads the Board, setting and managing the agenda, and promoting open and constructive discussion and challenge. The Board has a culture of transparency and open debate, and the Non-Executive Directors constructively challenge the Executive Directors regarding the strategy and its implementation.
Committee terms of reference determine the authority given to each of the Board’s committees.
C. Composition, succession and evaluation
The Nomination Committee reviews the skills, experience, independence and knowledge of the Directors as a whole, to ensure the composition of the Board is suitable for the Company as it grows. A total of two new appointments were made to the Board in FY20 to strengthen and broaden the range of skills, knowledge and experience represented. The Nomination Committee and the Board actively considers and discusses Board diversity, which remains a focus. The Company undertook an internal review of Board and individual Director performance during the financial year, the results of which are discussed in more detail in the Company’s FY20 annual report.
The Nomination Committee leads the process for the appointment of new Directors, and follows a formal and rigorous process, with the assistance of independent external recruiters, and taking into account the Group’s policies regarding diversity. This process was followed in respect of the two appointments made to the Board in the year.
D. Audit, risk and internal control
The Board is responsible to stakeholders for ensuring that the Company has in place effective procedures for the management of risk, and that the principal risks faced by the Group are identified, assessed, appropriately mitigated and monitored.
Responsibility for oversight of the Group’s financial reporting procedures, internal controls and audit process is delegated to the Audit Committee, which also oversees the Group’s risk management framework. The Audit Committee provides regular updates to the Board on such matters.
E. Remuneration
The Board, supported by the Remuneration Committee, ensures that remuneration policies are designed to support the Company’s strategy and promote long-term sustainable success.
Overview of compliance with principles of UK Corporate Governance Code 2018
The Board considers that it has complied with the Code during the financial year ended 30 September 2020, except that:
- Following the resignation of Malcolm Pye as Chief Executive Officer on 19 August 2019, Peter George maintained a temporary Executive Chairman role to ensure a smooth transition period and a successful handover of Malcolm’s role and responsibilities. During this transition period, the Board and the Nomination Committee monitored this arrangement with a view to ensuring sufficient division of responsibilities of the roles usually undertaken by the Chairman and the Chief Executive amongst the Executive Chairman, the Chief Financial Officer, the Non-Executive Directors and the Company’s Senior Management Team. He maintained this role until August 2020 when he reverted to his Non-Executive Chairman position following Trond Williksen’s appointment as CEO and a two-month handover period.
- The Company adopted new terms of reference for its remuneration, nomination and audit committees in November 2020 based on model terms published by the Chartered Governance Institute (formerly known as ICSA) which are designed for companies seeking to comply fully with the requirements of the Code. A revised list of board reserved matters has also been prepared to reflect the expanded remit of the Board under the Code (including the review of whistleblowing matters) and is expected to be approved and adopted in FY21. Currently, whistleblowing is addressed through a direct line to a non-executive director, with a regular review by the audit committee of any matters raising concern.
- The Company’s new remuneration policy was adopted in November 2020 and will apply to remuneration and awards made from November 2020 onwards. While the Company’s new remuneration policy has been introduced to ensure the Company’s compliance with the new Code requirements relating to directors’ remuneration, there is one element of the Code’s recommendations which has not been fully reflected by the new remuneration policy: –
- the new remuneration policy includes a mandatory shareholding requirement which the Executive Directors will be required to achieve during their employment. For the time being the Company has not introduced a mandatory postemployment shareholding requirement, however a two-year holding period already applies to Executive Directors’ vested share awards which prevents the Executive Directors from immediately disposing of all share awards post-employment.