47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 69
Strategic Report
THE BOARD
The Company is led by a strong and experienced
Board of Directors (the ‘Board’) that brings a
breadth of expertise and diverse perspectives
to the leadership of the Company. The Board is
committed to ensuring that it has an appropriate
balance of skills, experience, and deep
knowledge of the Group to enable it to fulfil its
duties and responsibilities effectively. The
Nomination Committee report, detailed below,
describes how the Board achieves this objective.
The Board currently comprises eight members:
two executive directors, the non-executive Chair,
four independent non-executive directors, and
one non-independent non-executive director.
Biographical details of the directors are set out
on pages 64 to 65.
The roles of Chair and Chief Executive Officer
are separate and there is a clear division of
responsibilities between those roles. The Chair
leads the Board and ensures the effective
engagement and contribution of all nonexecutive and executive directors. The Chair
facilitates constructive Board relations and
ensures that Board meetings are underpinned
by a culture of openness and challenge, with
sufficient time made available to discuss key
strategic matters and debate any issues arising.
The Chair ensures that the Board receives
accurate, timely, and clear information. The
annual Board performance evaluation referred
to below evaluates the Chair’s performance in
these areas. The Chief Executive Officer has
responsibility for all Group businesses and acts
in accordance with the authority delegated from
the Board. The non-executive directors support
the development of the Group’s strategy and
provide constructive challenge to the executive
directors. Susan Barratt served as the senior
independent director during the year to
25 January 2025 and is available to shareholders
should they have concerns, which have not been
resolved via the normal channels of Chair, Chief
Executive Officer, or Chief Finance and Operating
Officer or where communication through such
channels would be inappropriate.
The Board considers that Susan Barratt, Zoe
Howorth, Louise Smalley and Nick Wharton are
independent for the purposes of provision 10 of
the 2024 UK Corporate Governance Code, issued
by the Financial Reporting Council in July 2024
(the ‘Code’), and that the relationships and
circumstances set out in that provision which
may appear relevant to the determination of
independence do not apply. The Board considers
that Mark Allen was independent for the
purposes of the Code prior to being appointed
as Chair of the Board on 31 March 2022. The
Board considers that, on appointment, the Chair
was independent for the purposes of provision 9
of the Code. With regards to his other significant
appointments, Mark Allen was appointed as a
non-executive director and Chair designate of
Hilton Food Group plc with effect from 1 October
2024, and assumed the role of Chair of Hilton
Food Group plc with effect from 1 January 2025.
The Company’s Articles of Association provide
that the Company may by ordinary resolution
appoint any person who is willing to act to be a
director, either to fill a vacancy or as an addition
to the existing Board. The Articles of Association
require directors to retire and submit themselves
for election at the first annual general meeting
following appointment and to retire no later than
the third annual general meeting after the
annual general meeting at which they were last
elected or re-elected. However, in order to
comply with the Code, all directors will submit
themselves for re-election at the 2025 AGM.
Biographical details of the directors are set out on
pages 64 to 65. Details of directors’ remuneration
and interests in shares of the Company are
given in the Directors’ Remuneration Report on
pages 81 to 122.
Corporate Governance
Role of the Board
The Board is responsible for the long-term
success of the Group. It determines the Group’s
strategic direction and reviews its operating,
financial, and risk performance. A formal
schedule of matters is reserved for the Board,
which is reviewed annually. This schedule
includes the approval of the following:
• The Group’s annual business plan;
• The Group’s strategy, acquisitions, disposals
and capital expenditure projects above certain
thresholds;
• The Group’s financial statements and results
announcements;
• The Group’s tax strategy and tax risk
management policy;
• Material contracts, in accordance with the
Group’s Statement of Delegated Authorities;
• The Group’s diversity and inclusion policy for
the Board and Executive Committee;
• The Group’s dividend policy;
• The Group’s Speaking Up policy;
• The Workforce Engagement terms of reference;
• The Group’s ESG strategy;
• Transactions involving the issuing or purchase
of Company shares;
• The Group’s borrowing powers;
• Appointments to, dismissals and resignations
from, the Board;
• Alterations to the Memorandum and Articles
of Association;
• Legal actions brought by or against the Group
above certain thresholds;
• The scope of delegations to Board committees,
subsidiary boards, and the Executive
Committee; and
• The Group’s Corporate Governance
Frameworks.
Accounts
Responsibility for the development of policy,
strategy, and operational management is
delegated to the executive directors and the
Executive Committee. As at the date of this report,
the Executive Committee includes the executive
directors and four senior managers.
The Board’s governance supports the delivery
of its strategy to generate long-term sustainable
value through:
• Leadership: The Board is collectively
responsible for the long-term sustainable
success of the Company. The composition
of the Board, together with an explanation
of each member’s skills, experience, and
contributions, is set out on pages 64 to 65.
Further information on the Board’s leadership,
its division of responsibilities, and the role of
the non-executive directors in providing
constructive challenge and supporting the
development of strategy is set out above.
The Board approves the Group’s strategy and
annual budget, monitors performance, and
makes decisions related to matters reserved
for the Board to support the delivery of the
Group’s strategy.
• Effectiveness: The Board’s governance
framework ensures its effectiveness in
overseeing the Company’s performance.
Please see below for details on induction,
training, and development for directors,
as well as the Board’s annual performance
evaluations. The Board regularly assesses
its composition to ensure it possesses the
appropriate balance of skills, experience,
and independence to deliver on its strategy.
In addition, it maintains a culture of continuous
improvement and regularly reviews its
governance practices to ensure they remain
fit for purpose.
• Accountability: The Audit and Risk Committee
Report (pages 81 to 84) and the report on
Risk Management (pages 55 to 63) describe
how the Board ensures a fair, balanced, and
understandable assessment of the Company’s
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