47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 82
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
The Board confirms that there has been an
independent internal audit function in place
for the year.
Share capital structure
The share capital structure of the Company is set
out in the Directors’ Report (pages 126 to 127).
UK Corporate Governance Code
compliance
The Company is committed to the principles
of corporate governance contained in the Code.
A copy of the Code is available on the Financial
Reporting Council’s website, www.frc.org.uk.
Each of the provisions of the Code has been
reviewed and, where necessary, steps have
been taken to ensure that the Company is in
compliance with all of those provisions as at
the date of this report. The directors consider
that the Company has complied throughout
the year ended 25 January 2025 with the
provisions of the Code, except as set out below.
Provision 10 of the Code states the Company
should identify in the annual report each of its
independent non-executive directors and
circumstances which may impair any nonexecutive director’s independence. Circumstances
which impact that assessment include where a
non-executive director has served on the Board
for a period in excess of nine years from the
date of their first appointment. David Ritchie
was appointed as a non-executive director to
the Board on 1 April 2015. David Ritchie resigned
from the Board on 31 May 2024. David Ritchie
therefore remained on the Board for a period of
two months following the expiry of a nine year
period from the date of his first appointment to
the Board. David Ritchie remained on the Board
for this brief two month period in order to
conclude his duties as Chair of the Remuneration
Committee and to ensure a smooth transition
to his successor, Louise Smalley, ahead of the
Annual General Meeting on 31 May 2024, at
which point he resigned from the Board.
80
Provision 39 of the Code states that pension
contribution rates for executive directors, or
payments in lieu, should be aligned to those
available to the workforce. As disclosed in the
Directors’ Remuneration Report (pages 85 to
108), during the year Stuart Lorimer received a
cash allowance equal to his contractual pension
provision of 24% of salary. However, with effect
from 1 April 2025, Stuart Lorimer’s maximum
company pension contribution, or payment in
lieu, will become aligned to that available to the
wider workforce, which is currently 8% of salary,
thereby bringing the Company into compliance
with Provision 39 of the Code. Roger White and
Jonathan Kemp also received a cash allowance
equal to their contractual pension provision of
24% of salary during their tenure as executive
directors, up until their resignation from the
Board on 30 April 2024 and 31 May 2024,
respectively.
Provision 40 of the Code states that executive
directors’ contracts should contain a maximum
notice period of one year. The service contracts
with Roger White and Jonathan Kemp provided
for a notice period of 12 months except during the
six months following either a takeover of or by the
Company or a Company reconstruction. Roger
White and Jonathan Kemp ceased to be directors
of the Company as at 30 April 2024 and 31 May
2024, respectively. The service contracts for
incumbent executive directors, Euan Sutherland
and Stuart Lorimer, contain a maximum notice
period of one year. Consequently, the Company
has been fully compliant with Provision 40 of the
Code since 31 May 2024.
A copy of the financial statements has been placed
on the Company’s website, www.agbarr.co.uk.
The maintenance and integrity of this website
is the responsibility of the directors. Legislation
in the UK governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
By order of the Board
Christopher K. O’Donnell
Company Secretary
25 March 2025
