Strategic Report
Corporate Governance Report on Corporate Governance/Continued
Financial Statements
Finsbury Food Group Annual Report and Accounts 2020
43
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board The Board is committed to high standards of corporate governance and has chosen to adopt the QCA Corporate Governance Code and to join the QCA. We review our corporate governance arrangements regularly and expect to evolve these over times.
The Board has reviewed the schedule of matters reserved for its decision during the year. These matters include:
• Strategy; • Acquisition policy; • Corporate governance; • Risk management; • Health and safety; • Approval of major capital expenditure; • Approval of annual budgets; • Approval of Annual Reports; and • Dividend recommendations and policy.
The Board delegates authority to three Committees to assist in meeting its business objectives while ensuring a sound system of internal control and risk management. The Committees meet independently of Board meetings.
Audit Committee The Audit Committee has two members, Bob Beveridge (Chairman) and Ray Duignan. The Group Finance Director and external auditors attend meetings by invitation. The Audit Committee’s responsibilities include the review of the scope, results and effectiveness of the external audit, the review of half-year and annual accounts, and the review of the Company’s risk management and internal control systems. The Committee had three scheduled meetings three times during the year. A separate report of the Audit Committee activities is outlined on pages 50 and 51.
Remuneration Committee The report of the Remuneration Committee is set out on pages 52 to 56. The Audit Committee has two members, Marnie Millard (Chairman) and Ray Duignan. The Committee is responsible for setting the remuneration arrangements, including short-term bonus and long-term incentives, for Executive Directors as well as approving, the remuneration principles for senior staff. The Committee had two scheduled meetings during the year.
Nominations Committee The Nominations Committee has two members, Peter Baker (Chairman) and Ray Duignan. The Nominations Committee considers succession planning, reviews the structure, size, skills, diversity and composition of the Board and nominates candidates to fill Board vacancies. Although the Committee met informally twice, no formal scheduled meetings of the Nominations Committee were considered necessary during the year under review.
Group Executive Committee In addition to the Board Committees, the Company has a Group Executive Committee comprising the CEO and a team of senior executives supporting him in the delivery of the strategy and running of the Company.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders The Board maintains a general policy of keeping all interested parties informed by regular announcements and update statements. In doing this, we keep in mind the proportions of direct, nominee and institutional shareholders, and distribute communications between them accordingly. The Company retains a financial PR firm to assist it in ensuring that key messages reach the appropriate audiences.
Specific methods of communication are:
• The Annual General Meeting; • The Annual Report; • Corporate website; • Broker briefings; • Broker and analyst visits to operating sites; and • One-to-one meetings with investors.
The Board believes its shareholder communications to be healthy, effective and appropriate bearing in mind the composition of its shareholder register. The Annual General Meeting provides a forum for shareholders to air their views, ask questions and talk to the Board inside and outside of the formal meeting. It is primarily attended by members of our retail shareholder base. Meetings throughout the year with key institutional shareholders (by the Executive and Non-Executive Board members) help to ensure that the Board is kept up to date with shareholder sentiment on key issues and is able to take it into account where necessary and appropriate. The Company has also sought to provide a comprehensive website to educate and inform all interested parties about the Company’s business, strategy and values.
Shareholders with a specific query can contact us on
finsbury@almapr.co.uk or for company secretarial matters on
company.secretary@
finsburyfoods.co.uk.
Peter Baker Chairman 18 September 2020
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