I am pleased to introduce the Group's corporate governance report on behalf of our board of directors ('the board'). The Group is committed to business integrity, high ethical values and professionalism in all of its activities and this report explains how we manage the Group and comply with the provisions of the UK Corporate Governance Code ('the Code').
Leadership and board composition
As highlighted last year, we appointed Rosie Toogood in June 2021 as a non-executive director, and this year Louise Hardy as our workforce engagement director. Louise has been at the heart of our My Voice forums providing a formal way for colleagues and management to connect, gain feedback and exchange information and views on any business-related topic.
During the year, an internal board evaluation was undertaken by Alun Griffiths, the senior independent director. This included an evaluation of my own performance as well as that of the other directors and the board's committees. Overall, the evaluation was positive and further details can be found in the corporate governance report.
Audit, risk and internal control
The board has confirmed that this annual report is fair, balanced and understandable. The audit committee, supported by management, has adopted a process to enable the board to take this view. You can find an explanation of the process we have used to make this determination in the audit committee report.
The board delegates certain of its responsibilities to the board committees to enable it to carry out its functions effectively. A diagram of the board governance structure is set out on Board leadership and company purpose.
Our executive director remuneration arrangements are intended to support the achievement of the Group's objectives and strategy. With the support of the remuneration committee's oversight, we continue to believe that the current remuneration packages help to appropriately incentivise management to sustain long-term value for shareholders.
Our remuneration policy, a summary of how we intend to operate that policy in 2023, and a review of the remuneration committee's activities, together with bonus and PSP performance in 2022, can be found in the remuneration report on Remuneration Policy.
Talent and diversity
The board is mindful of diversity and we are committed to building a supportive, diverse, and inclusive working environment where all colleagues feel they belong. The board is represented by a range of industry experience and personal strengths and consists of two female and seven male directors. Further details of their skills and experience can be found on Governance at a Glance.
The board is committed to ensuring it and our wide employee base remains diverse and the Group has an equal opportunities and diversity policy to support this. As an equal opportunities employer, we are committed to encouraging diversity and eliminating discrimination in both our role as an employer and as a provider of services and to achieving and maintaining a workforce that broadly reflects the communities in which we operate. In addition, our succession plans reflect our commitment to diversity.
During the year, we continued to monitor the gender pay gap and our gender balance across all tiers of management. We are confident that our gender pay gap does not stem from paying men and women differently for the same or equivalent work. We are mindful though, that the sector in which we operate is male dominated and we are now monitoring diversity in our recruitment and seek to attract a more diverse workforce over time.
Relations with shareholders
The board and I recognise the responsibility we have to a range of stakeholders, including customers, employees, subcontractors and suppliers and the environment and communities in which we operate.
We have an open and effective dialogue with shareholders, with regular meetings being held with institutional shareholders. The AGM will be held on 8 September 2022 in London and I encourage all shareholders to submit any questions in advance and to vote via proxy for the resolutions.
UK Corporate Governance Code
This year, the Company has complied fully with the requirements of the 2018 Code throughout the accounting period and to the date of this report, with one exception, namely non-compliance with provision 9 requiring at least half of the board excluding the chairman to be independent, during the period 1 April 2021 to 15 June 2021, prior to the appointment of Rosie Toogood to the board, for the reasons outlined in last year's report.
15 June 2022