47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 80
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
CO N TI N U ED
In advance of all Board meetings the directors
are supplied with detailed and comprehensive
papers covering the Group’s operating functions.
Members of the Executive Committee and senior
management across the Group attend and make
presentations as appropriate at meetings of
the Board and its committees. The Company
Secretary is responsible to the Board for the
timeliness and quality of information provided
to it. The Chair holds meetings with the
non-executive directors during the year
without the executive directors being present.
The attendance of directors at Board and
committee meetings in the year to 25 January
2025 is set out in the above table. On 31 May 2024,
the Board approved a decision for all
independent non-executive directors to
be appointed to each of the Audit and Risk
Committee, Remuneration Committee, and
Nomination Committee, and for our nonindependent non-executive director to be
appointed to the Nomination Committee.
During the year, in addition to scheduled
meetings, the Board convened an additional
two Remuneration Committee meetings, which
focused on executive director remuneration,
including matters related to the Chief Executive
Officer’s appointment from 1 May 2024 and the
ongoing review of the remuneration of the
Chief Finance and Operating Officer.
Committees of the Board
The terms of reference of the principal committees
of the Board – the Audit and Risk Committee,
Remuneration Committee, Nomination
Committee and ESG Committee – have been
approved by the Board and are available on
the Company’s website, www.agbarr.co.uk.
Those terms of reference have been reviewed
in the current year and are reviewed at least
annually. The work carried out by the Nomination
Committee in discharging its responsibilities is
summarised below. The work carried out by the
Audit and Risk Committee is described within the
Audit and Risk Committee’s Report on pages 81
to 84. The work carried out by the Remuneration
78
Committee is described within the Directors’
Remuneration Report on pages 105 to 106.
The work carried out by the ESG Committee
is described within the Responsible Business
Report on page 40.
The Board has a Market Disclosure Committee,
which comprises Susan Barratt, Euan Sutherland,
Stuart Lorimer and the Company Secretary. The
Market Disclosure Committee meets only when
required and is responsible for overseeing the
disclosure of information by the Company to
meet its obligations under the Market Abuse
Regulation and the Financial Conduct Authority’s
Listing Rules and Disclosure Guidance and
Transparency Rules. There were no meetings
of the Market Disclosure Committee held
during the year.
The Board has an Equity Investment Committee,
which comprises Mark Allen, Euan Sutherland,
Stuart Lorimer and the Company Secretary.
The Equity Investment Committee meets only
when required and is responsible for overseeing
the Company’s equity investments in investee
companies. There were no meetings of the Equity
Investment Committee held during the year.
Nomination Committee
The Nomination Committee comprises Mark Allen,
Susan Barratt, Louise Smalley, Nick Wharton and
Julie Barr. The Nomination Committee is chaired
by Mark Allen. The Nomination Committee leads
the process for making appointments to the
Board and ensures that there is a formal,
rigorous and transparent procedure for the
appointment of new directors to the Board. The
remit of the Nomination Committee also includes
reviewing the composition of the Board through
a full evaluation of the skills, knowledge and
experience of directors and ensuring plans are
in place for orderly succession for appointments
to the Board. When identifying potential new
directors for appointment to the Board, the
Nomination Committee retains the services of
an external search consultant, Sam Allen
Associates. Sam Allen Associates has no other
connection with the Company, apart from
providing these services. The Nomination
Committee makes recommendations to the
Board on its membership and the membership
of its principal committees.
The Nomination Committee is required, in
accordance with its terms of reference, to meet
at least three times per year. The Nomination
Committee met three times during the year and,
amongst other matters, considered the structure,
size and composition of the Board and its
committees, cognisant of the need to ensure
that they have the right combination of skills,
experience and knowledge, and bearing in mind
the length of service of the Board as a whole and
the need to regularly refresh its membership.
The Nomination Committee considered a
corporate succession plan for the Board and
senior management, based on merit and
objective criteria and cognisant of the need
to build a diverse and inclusive culture.
The Board believes that building a diverse
and inclusive culture is integral to the success
of the Company. Diversity includes aspects
such as diversity of skills, perspectives, industry
experience, educational and professional
background, gender, ethnicity and age. The
Company’s Board and Executive Committee
Diversity policy (‘Diversity Policy’) provides that
these aspects will be considered in determining
the optimum composition of the Board and
Executive Committee, with the aim of achieving
an appropriate balance. All appointments to the
Board and Executive Committee are made on
merit, against objective criteria, and with due
regard for the benefits of diversity and inclusion.
The Nomination Committee is responsible for
overseeing the implementation of the Diversity
Policy. The Nomination Committee reviews
the Diversity Policy at least annually to ensure
its effectiveness, with any amendments
recommended to the Board for approval.
The Company remains committed to the
principle of diversity and seeks to uphold high
standards of inclusion across its governance
structures. The Company aims to achieve a
minimum of 40% female representation on the
Board and Executive Committee, with female
