47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 70
A.G. BARR p.l.c. Annual Report and Accounts 2025
CO R P O R ATE
G OVE R N A N C E R E P O R T
C H A I R ’ S I N T R O D U C TI O N
CO N TI N U ED
performance and prospects, and how it
assesses, mitigates and monitors the principal
risks facing the Company. The Audit and Risk
Committee Report outlines how the Company
maintains an appropriate relationship with its
external auditor, consistent with the Code and
statutory requirements. The Board takes
responsibility for overseeing compliance with
all relevant legal and regulatory requirements
and ensures that the Company has effective
internal controls and systems in place to
prevent fraud and mismanagement.
• Remuneration: The Directors’ Remuneration
Policy (pages 109 to 122) and the detailed
Directors’ Remuneration Report (pages 85 to
108) describe how the Remuneration
Committee ensures that the executive
directors’ remuneration is designed to
promote the long-term success of the
Company. Remuneration is aligned with
prevailing market conditions and corporate
performance, ensuring both competitiveness
and alignment with shareholders’ interests.
The policy is regularly reviewed to ensure it
remains effective and appropriate.
• Shareholder Relations and Engagement:
The section 172(1) statement set out below
describes how the Company engages with
shareholders, ensuring transparency and
fostering long-term relationships with key
stakeholders. The Board encourages open
dialogue with its shareholders, providing them
with regular updates on financial performance
and governance, and actively considers their
views in its strategic decision-making.
SECTION 172(1) STATEMENT
Stakeholder Engagement
Effective engagement with our key stakeholders is fundamental to the long-term success of the Company. By understanding and considering the
diverse perspectives of our stakeholders, we ensure that their views are integrated into Board and Committee discussions and inform decision-making.
This approach helps us to achieve sustainable growth and align our operations with the needs of both the business and its broader community.
The Board remains committed to enhancing its engagement with key stakeholders.
Our key stakeholders, whose interests are central to our business model, strategy, and overall success, are listed in the table below. For each stakeholder group,
we outline the nature of our engagement over the past year, how this engagement influenced and impacted the Company’s strategy and the principal
decisions taken during the year. Further information on how we engage with our key stakeholders is set out in the Strategic Report (pages 1 to 63) and the
Directors’ Report (pages 123 to 128), where we expand on how we incorporate stakeholder feedback into our decision-making and governance processes.
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Key Stakeholder
Form of Engagement
How This Stakeholder Group Influenced Board/Committee Discussions and Decisions
Shareholders
The Chief Executive Officer and Chief Finance and Operating Officer brief
We have regular discussions with, and briefings for,
the Board on discussions with investors, institutional shareholders and
investors. The Company endeavours to ensure senior
analysts following meetings and investor roadshows. Independent feedback
management is available to interact with existing and
potential shareholders and analysts on as flexible a basis following key meetings is coordinated and provided to the Board by the
as possible. The Chief Executive Officer and Chief Finance Company’s brokers and financial PR agencies on a regular basis. The
Company has taken the decision to host a capital markets day in 2025, and
and Operating Officer offer meetings to institutional
to invite major investors to the Company’s manufacturing sites to facilitate
shareholders twice annually as a minimum in order to
deeper engagement.
communicate business updates and to develop an
understanding of their views on performance against
Board members listen and respond to the views of investors and institutional
strategy, Environmental, Social and Governance (‘ESG’)
shareholders and feedback to the business as necessary.
related matters, and other matters of interest. All directors
We engaged with key shareholders during the year in relation to various
have the opportunity to attend these meetings.
ESG related matters, including on diversity, equity and inclusion (DE&I) in the
Board committee chairs seek engagement with
Board’s composition. This included the Chair of the Board writing to all major
shareholders on significant matters related to their
shareholders setting out the Company’s ambitions in relation to enhancing
areas of responsibility.
diversity on the Board. Feedback from our major shareholders and investors
The Chair ensures at each Board meeting that the Board based on their key DE&I observations influenced the ongoing agenda of
both the Nomination and ESG Committee and reaffirmed the Board’s
as a whole has a clear understanding of the views of
commitment to having a diverse Board composition, and giving strong
shareholders. An investor relations update is provided
consideration to ethnicity in any forthcoming recruitment processes. The
at each Board meeting.
discussions had and decisions taken by the Board were with the aim of
promoting the long-term success of the Company and its shareholders.
