47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 81
Strategic Report
representation standing at 50% on the Board
and 33.3% on the Executive Committee as at the
date of this report. Additionally, the Company
recognises the importance of having a Board of
diverse composition. All of the members of the
Board self-disclose as being of White European
ethnicity and the target of appointing at least
one director from an ethnic minority background
has not yet been met. This remains a focus for
the Nomination Committee, and the Board is
committed to giving strong consideration to
ethnicity during any recruitment process, and
aims to ensure the appointment of a person of
ethnicity to the Board, provided they possess the
requisite skills, expertise, and strategic alignment
to drive the sustained success and growth of the
Company. As at the date of this report, 100% of
the Executive Committee self-disclose as being
of White European ethnicity and 0% self-disclose
as being of other ethnic backgrounds. The
disclosure relating to gender and ethnic diversity
within the Company is included in the Directors’
Report on page 124.
Treasury and Commodity Committee
The Treasury and Commodity Committee consists
of Euan Sutherland, Stuart Lorimer and senior
members of the finance, legal and procurement
departments. The Treasury and Commodity
Committee’s terms of reference are reviewed
and approved annually by the Audit and Risk
Committee. The Treasury and Commodity
Committee reviews purchase requirements in
foreign currencies and implements strategies,
including the use of foreign exchange hedges,
in order to reduce the risk of foreign exchange
exposure and to provide certainty over the
value of non-domestic purchases in the short
to medium term. The Treasury and Commodity
Committee’s remit includes the ability to utilise
certain financial instruments in order to hedge
the Group’s exposure to interest rate fluctuations.
The Treasury and Commodity Committee also
monitors the Group’s short and medium term
funding requirements, provides oversight of
hedge accounting and adherence to hedge
accounting standards, monitors the ongoing
requirements of the Company’s various employee
share schemes, monitors cash flow and any
Corporate Governance
capital restructure programmes, oversees the
Group’s dividend policy and proposals for the
payment of dividends and annually reviews the
Group’s Statement of Delegated Authorities.
Internal control
The Board has overall responsibility for the
Group’s internal control systems and annually
reviews their effectiveness, including a review
of financial, operational, compliance and risk
management controls. The implementation
and maintenance of the risk management and
internal control systems are the responsibility of
the executive directors and senior management.
The systems are designed to manage rather
than eliminate the risk of failure to achieve
business objectives and to provide reasonable,
but not absolute, assurance against material
misstatement or loss.
The Board has reviewed the effectiveness of the
Group’s risk management and internal control
systems, including financial, operational and
compliance controls, in accordance with the Code
for the period from 29 January 2024 to the date
of approval of this annual report. No significant
failings or weaknesses were identified from this
review during the year. Had any failings or
weaknesses been identified then the Board would
have taken the action required to remedy them.
The Board confirms that there is an ongoing
process, embedded in the Group’s integrated
internal control systems, allowing for the
identification, evaluation and management of
significant risks, as well as a reporting process
to the Board. This risk management process
has been in place throughout the year ended
25 January 2025 and up to the date of the
approval of this annual report. The Board has
carried out a robust, systematic assessment of the
principal and emerging risks facing the Group
during the period, including those, which would
threaten its business model, future performance,
solvency or liquidity. Information on the Group’s
risk management framework, including the
operation of the Group’s Risk Committee, is set
out in the Strategic Report on pages 55 to 63.
Accounts
The three main elements of the Group’s internal
control system are as follows:
The Board
The Board has overall responsibility for the
Group’s internal control systems and exercises this
through an organisational structure with clearly
defined levels of responsibility and authority as
well as appropriate reporting procedures.
The Board has a schedule of matters that are
brought to it, or its duly authorised committees,
for decision, aimed at maintaining effective
control over strategic, financial, operational
and compliance issues.
This structure includes the Audit and Risk
Committee which, with the Chief Finance and
Operating Officer, reviews the effectiveness
of the internal financial and operating control
environment.
Financial reporting
There is a comprehensive strategic planning,
budgeting and forecasting system with an
annual operating plan approved by the Board.
Monthly financial information, including trading
results, cash flow statement, statement of
financial position and indebtedness is reported.
The Board and the Executive Committee review
the business and financial performance against
the prior year and against annual plans
approved by the Board.
Audits and reviews
The key internal risks identified in the Group
are subject to regular audits or reviews by the
internal auditors. This role is fulfilled by an
external professional services firm, which is
independent from the Board and the Group.
The review of the internal auditor’s work by
the Audit and Risk Committee and monitoring
procedures in place ensure that the findings
of the audits are acted upon and subsequent
reviews confirm compliance with any agreed
action plans.
79
