We operate in accordance with the UK Corporate Governance Code published by the Financial Reporting Council. Greggs’ governance structure is centred on a Board of Directors with diverse experience and a balance of independent Non-Executive and Executive Directors.
The culture within the Company of openness, challenge and debate is one which we embrace, and the size of the Board facilitates this. Each of the Non-Executive Directors serves on each of the three main Board Committees, and is able to take account of the relationship between the work of the Committees.
This approach, coupled with our commitment to operating responsibly, supports us in maintaining the trust of our shareholders and key stakeholders, as well as providing a strong overarching structure for key decision making within the business.
All Directors are invited to attend the Audit Committee, and the Chief Executive attends the Remuneration and Nominations Committees. In addition, the Non-Executive Directors meet formally twice each year and from time to time, as required.
The Board has a policy on the separation of the roles of the Chair and the Chief Executive. The Chair sets the agenda for Board meetings in accordance with a specific Schedule of Matters Reserved policy (which is reviewed and approved annually), and ensures that the Board is supplied, in a timely manner, with information in a form and of a quality appropriate to enable it to discharge its duties.
The Board considers that it effectively leads and controls the Company. All Directors take decisions objectively and in the interests of the Company. The Non-Executive Directors scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance. All Directors receive induction training on joining the Board and regularly update and refresh their knowledge through reading, attendance on relevant courses and/or activities outside the Company.
As part of the process of maintaining an awareness of the Company’s activities and assessing the ability of the management team, members of the senior management team are invited to attend Board meetings and/or to present papers to the Board. This process also affords senior managers the opportunity to bring matters to the attention of the Board.
The Board sets itself a Rolling Agenda, which facilitates agenda planning for scheduled meetings across the year. In this way the Board monitors its activities and ensures that it is operating effectively. Standing items include progress with strategic objectives, financial and operational performance, health and safety and food safety, and governance developments.
The Board delegates some of its activities to the following Committees, each of which has written terms of reference which can be found in the Company Documents section below. The Company Secretary acts as secretary to and is in attendance at each of these Committees, and each of the Committees is provided with sufficient resources to undertake its duties.
The Audit Committee
Plays an important part in the governance of the Company with its principal activities focused on the integrity of financial reporting, quality and effectiveness of internal and external audit, risk management and the system of internal control. It currently consists of four independent Non-Executive Directors: Kate Ferry (Chair), Lynne Weedall, Nigel Mills and Mohamed Elsarky.
In 2022, the Committee met four times and a fuller report on its activities is set out in the 2022 Annual Report.
The Remuneration Committee
Currently consists of four independent Non-Executive Directors: Lynne Weedall (Chair), Nigel Mills, Kate Ferry and Mohamed Elsarky. The Committee's main duties (which it discharged during the year) are contained within the Directors' Remuneration Report in the 2022 Annual Report. This includes the Board's policy on remuneration. A separate Executive Director committee, after discussion with the Chair, sets the fees for the Non-Executive Directors so as to ensure that no Director is involved in setting his or her own remuneration.
The Nominations Committee
Currently comprises Matt Davies - Chair, and all of the Non-Executive Directors. The Committee's main functions (which it discharged during the year) are to review the balance and constitution of the Board; to advise the Board as to whether Directors should be nominated for re-election by the members; and to approve and manage the process for setting the specification for all Board appointments, identifying candidates who meet that specification and making recommendations to the Board on the basis of merit and compliance with objective criteria in respect of all new Board appointments.
In recruiting additional Directors, the Nominations Committee defines the role and uses external consultants to assist in identifying suitable candidates from which the Committee selects a short list and conducts interviews. The final candidate is then subject to formal recommendation by the Committee and approval by the Board.
In this section you will find the terms of reference for each of the Board committees, the Operating Board and the Risk Committee.
SECTION 430(2B) COMPANIES ACT 2006 DISCLOSURES
No further payments are due to Helena Ganczakowski following her stepping down from the Board on 17 May 2023. Helena has received her fees to date, as set out in the Directors’ Remuneration Report section of the 2022 Annual Report and Accounts.
No further payments are due to Sandra Turner following her stepping down from the Board on 17 May 2023. Sandra has received her fees to date, as set out in the Directors’ Remuneration Report section of the 2022 Annual Report and Accounts.
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