Corporate Governance

The Board has adopted the QCA Corporate Governance Code 2018, a set of corporate governance guidelines, which include a code of best practice, comprising principles intended as a minimum standard, and recommendations for reporting corporate governance matters.

In this section we have set out our approach to governance and provided further information on how the Board and its Committees operate.

Board Committees

The Board is supported by Audit, Remuneration and Nomination Committees.

The Committees are responsible for reviewing the effectiveness of their terms of reference, as appropriate, and for making recommendations to the Board for changes where necessary. The minutes of Committee meetings are circulated to all Committee members, and reports on each Committee meeting are given by the Committee chairman to the Board. From time to time, separate committees may be set up by the Board to consider and address specific issues, when the need arises.

Audit Committee

The Group has established an Audit Committee, which comprises Matt Wood as Chairman and Jonathan Warburton. It expects to meet at least three times each year and at any other time when it is appropriate to consider and discuss audit and accounting related issues. The Audit Committee is responsible for determining the application of the financial reporting and internal control principles, including reviewing regularly the effectiveness of the Group’s financial reporting, internal control and risk-management procedures and the scope, quality and results of the external audit.

Remuneration Committee

The Group has established a Remuneration Committee, which comprises Jonathan Warburton as Chairman and Matt Wood. The Remuneration Committee reviews the performance of the Executive Directors and sets the scale and structure of their remuneration and the basis of their service agreements with due regards to the interests of Shareholders. In determining the remuneration of Executive Directors, the Remuneration Committee will seek to enable the Group to attract and retain executives of the highest calibre. The Remuneration Committee also makes recommendations to the Board concerning the allocation and administration of Options. No Director is permitted to participate in discussions or decisions concerning their own remuneration.

Nomination Committee

The Group has established a Nomination Committee, which comprises Charles Dickson as Chairman, Jonathan Warburton and Matt Wood and is responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise.

10 Principles of The Quoted Companies Alliance

  1. Establish a strategy and business model to promote long-term value for shareholders

The strategy for each division and the Group as a whole is determined by the Board. Strategic progress milestones are set and tracked between the Directors and senior management.

  1. Seek to understand and meet shareholder needs and expectations

Meetings are held with investors and the Board considers how decisions could impact and be received by shareholders. Our AGM provides an opportunity for all shareholders to hear from and meet with our Directors.

  1. Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board identifies the main stakeholders in the business and regularly discusses how employees, suppliers, customers and others might be affected by decisions and developments in the business. We believe that social responsibilities are not only a responsibility but a requirement to be a successful business.

  1. Embed effective risk management, considering both opportunities and threats, throughout the organisation

Both the Board and Audit Committee regularly review risks, including new threats, and the processes to mitigate and contain them. Whilst the Board is responsible for risk, our culture seeks to empower all colleagues to manage risk effectively across all our businesses.

  1. Maintain the Board as a well-functioning, balanced team led by the Chair

Our Board works well together as a team and contains complimentary experience across property and hospitality, as well as the required experience in compliance, governance and financial management.

  1. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

We assess the adequacy of the Board’s collective skills and experience as part of the annual Board evaluation. Directors’ individual development needs will be discussed annually with the Chairman.

  1. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

An annual Board evaluation will be undertaken to review the Board’s effectiveness, track improvements since the previous year and plan additional actions.

  1. Promote a corporate culture that is based on ethical values and behaviours

Respect is a core value of the Barkby Group that is consistently promoted across every business. Each individual trading division is proud to be part of the Barkby Group. We have witnessed a solidarity and commitment across our workforce during challenging economic times, which instils a huge amount of confidence in the group’s potential for future success through a supportive culture.

  1. Maintain governance structures and processes that are fit for purpose and support good decision making by the Board

The Directors recognise the importance of sound corporate governance and have therefore adopted the QCA code to support decision making at board level.

  1. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

We communicate with a range of stakeholders. Employee concerns and issues are represented by our “Head of People” role, which has overall responsibility for this area. We have maintained good communication and endeavoured to work collaboratively with our suppliers, especially in relation to the challenges caused by the pandemic.