The Board is committed to maintaining the highest standards of corporate governance and believe that an effective, challenging and diverse Board is essential to enable the Group to deliver its strategy and achieve long term value for its stakeholders.
The Board is dedicated to setting the right tone at the top by demonstrating a set of values that enable entrepreneurial and prudent business management, and in turn facilitate sustainable business growth for the Group and its stakeholders. The Board also believe that a positive culture, supported by a robust governance structure, is critical to every successful organisation.
The board has implemented the changes to the UK Corporate Governance Code introduced in 2018, to the extent that it is fully compliant except for the following matters:
i. The Code introduces changes in relation to Directors’ remuneration, a number of which we already incorporate in our Directors’ Remuneration Policy such as the application of malus and clawback to variable remuneration. Due to the unprecedented circumstances caused by the Covid-19 pandemic, the Remuneration Committee did not consider it appropriate to make significant changes to the Directors’ Remuneration Policy during the year ended 30 June 2020 as originally planned and introduced a one year “roll forward” Policy instead. During the year ended 2021, the Policy has been reviewed in full, to achieve compliance with the 2018 Code.
ii. The 2018 Code removes the small company exemption that the Company has previously taken to allow the Chairman to be a member of the Audit Committee. The Board, advised by the Nomination Committee, currently believe it is appropriate that the Chairman remains a member of the Audit Committee given the size of Wilmington plc and his experience. This decision will be assessed annually.
Stakeholder engagement and Section 172
The Board has strong regard for the potential impact of the Group’s activities on its various stakeholders, and is committed to the matters set out under Section 172 of the Companies Act 2006. The Board believes that the Company can only be successful when the interests of its stakeholders are considered, and reflected accordingly in the Company’s decision-making processes and strategic objectives.
The Directors seek to build on a mutual understanding of objectives between the Company and its institutional shareholders by means of a programme of meetings with major shareholders, fund managers and analysts each year. The Company also makes presentations to analysts and fund managers following publication of its half-year and full-year results. The Senior Independent Director is available to shareholders if they have concerns which other contacts have failed to resolve.
The Chairman or one of the other Non-executive Directors is available on request to attend meetings with major shareholders. The Board regularly receives copies of analysts’ and brokers’ briefings.
The AGM, for which at least 20 working days’ notice is given and where shareholders are invited to ask questions during the meeting and are able to meet with the Directors after the meeting, is normally attended by all the Directors. The number of proxy votes for, against or withheld in respect of each resolution is disclosed at the AGM and a separate resolution is proposed for each item.
For the latest details of Wilmington’s compliance with corporate governance refer to the Corporate Governance Report in the latest annual report.View the report here