20 Finsbury Food Group Annual Report & Accounts 2017

Corporate Governance Report on Corporate Governance

The Board is committed to high standards of corporate governance and although the Company is not required to comply with the UK Corporate Governance Code (“the Code”), the Company’s corporate governance framework is based on the Code’s main principles to the extent appropriate for the Company. The Board reviews its corporate governance arrangements on a regular basis.

The Board directs the activities of the Group and develops its strategy and oversees implementation of strategy. The Board meets at least five times during the year and reviews performance at each meeting. There is a schedule of matters which are reserved to the Board for decision. 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 • Dividend recommendations • Committee reports

The Board comprises the Non-Executive Chairman, Peter Baker, two Executive Directors (John Duffy, Chief Executive and Stephen Boyd, Finance Director), and three Non-Executive Directors, Raymond Duignan, Marnie Millard and Zoe Morgan. Bob Beveridge was appointed to the Board as a Non-Executive Director on 1 July 2017.

There is a clear division of responsibilities between the Chairman and the Chief Executive. The Chairman is responsible for leadership of the Board, setting its agenda and monitoring its effectiveness. He meets regularly and separately with the Chief Executive and the other Non-Executive Directors. The Board has a culture of constructive challenging and continuous improvement.

Board Committees The Board has delegated certain responsibilities to the Audit, Nomination and Remuneration Committees.

The Audit Committee is chaired by Raymond Duignan with Zoe Morgan as the other member. Further details of its activities are given in the Audit Committee Report on pages 25 to 26.

The Remuneration Committee is chaired by Raymond Duignan with Marnie Millard as the other member. Further details of the Remuneration Committee activities are given in the Directors’ Remuneration Report on pages 27 to 32.

Peter Baker chairs the Nomination Committee. The Committee’s main responsibilities include:

• Advising the Board on the appointment of Directors • Reviewing the composition and size of the Board • Evaluating the balance of skills, knowledge, experience and diversity of the Board • Making recommendations on succession planning

Internal Controls and Risk Management

The Board has overall responsibility for the system of internal controls to safeguard shareholders’ investment and the Group’s assets, as well as reviewing the effectiveness of those controls. The system of internal controls is designed to manage rather than eliminate the risks of failure to achieve the Group’s objectives and can only provide reasonable, and not absolute, assurance against material loss and misstatement. The Group continues to progress with initiatives to improve managing its risks to create value.

Dialogue with Shareholders The Board maintains a general policy of keeping all interested parties informed by regular announcements and update statements.

In implementing this policy, the Board keeps in mind the distribution of shareholders between direct, nominee and institutional shareholders. Communications are then distributed between these groups accordingly.

Specific methods of communication are:

• Annual general meetings • Broker briefings • Broker and analysts visits to operating sites • Letters to shareholders when appropriate • Corporate website (

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