Investor Presentaiton
BOOHOO GROUP PLC
CORPORATE GOVERNANCE REPORT
CONTINUED
ANNUAL REPORT AND ACCOUNTS 2021
// GOVERNANCE
MAINTAIN A DYNAMIC
MANAGEMENT
FRAMEWORK
5. Maintain the board as a well-
functioning, balanced team led by the
chair
The board currently comprises four executive
directors and four non-executive directors.
The board has an Executive Chairman and
a Non-executive Deputy Chairman and
intends to recruit a further independent non-
executive director to maintain the balance
on the board in favour of non-executive
directors. Further details of the
governance
structure are set out at Principle 9.
The board as a whole is collectively responsible
for the success of the boohoo group
and
provides entrepreneurial leadership of the
group within the framework of effective
controls, which enable risk to be assessed
and managed. It sets out the group's values
and standards and ensures that its obligations
to shareholders and other stakeholders are
understood and met.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
Guidelines are in place concerning the
content, presentation and timely delivery
of
papers by management to directors for
each board meeting so that the directors
have enough information to be properly
briefed. Where issues arise at board meetings,
the Chairman ensures that all directors
are properly briefed and, when necessary,
appropriate further enquiries are made.
The current division of responsibilities
between the Chairman and Chief Executive
and the Chairman and the Deputy Chairman
have each been agreed by the board.
It is intended that the board meets at least
eight times a year, the Audit Committee
at least three times a year, the Nomination
Committee at least once a year,
the
Remuneration Committee at least twice a year
and the Risk Committee four times per year.
6. Ensure that, between them, the
directors have the necessary up-to-date
experience, skills and capabilities
The directors' biographies appear on pages
50 and 51.
The table below shows the attendance of individual directors at board meetings and committee meetings of which they are members during the
year. As at 4 May 2021, the board has met twice since the end of the financial year.
All directors have access to the advice and services of the Chief Financial Officer and Company Secretary, who are responsible for ensuring that
the board procedures are followed and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the
directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the company's expense.
Board
Eligible
to attend
Mahmud Kamani
9
Carol Kane
9
John Lyttle
Neil Catto
0
Audit
Committee
Eligible
Attended
to attend
Attended
9
の
σ
3
Remuneration
Committee
Eligible
to attend
Attended
Nomination
Committee
Eligible
to attend
1
Attended
st
Risk
Committee
Eligible
to attend
Attended
Pierre Cuilleret
3
2
2
4
4
2
2
Shaun McCabe
3
1
2
2
2
2
2
lain McDonald
9
9
3
3
2
4
4
2
2
Sara Murray
1
1
1
1
Brian Small
9
3
3
2
2
3
3
2
2
σ
The board has a blend of different experience
and backgrounds. Each of Brian Small, Pierre
Cuilleret, lain McDonald, and Shaun McCabe
were, prior to appointment, considered to be
"independent" non-executive directors under
the criteria identified in the QCA Code.
The board has access to independent advice,
in particular from boohoo's Nominated
Adviser (Zeus Capital), TLT LLP (from a legal
perspective), and our auditor PKF Littlejohn
LLP. During the year, the Remuneration
Committee took advice from KPMG, Korn
Ferry and Paul Hastings LLP.
The board is kept informed on an ongoing
basis by the Company Secretary about their
duties and any update in relation to legal
and
governance requirements for the group.
Training is provided to the board each
regarding their duties.
year
7. Evaluate board performance based
on clear and relevant objectives, seeking
continuous improvement
The most recent external evaluation of
the board (including sub-committees and
individual board members) was completed
in early 2021 by Korn Ferry. The evaluation
confirmed that the board continued to
operate effectively.
The evaluation was structured around seven
key areas, each addressed through a series of
critical questions that all directors responded
to through an online survey. The survey was
supported by telephone interviews on specific
areas for further questioning.
The key recommendations from the external
evaluation include:-
a. Clearer succession plans across the
business and its brands;
b. A regular review of the key roles and
organisation structure to ensure that
they remain appropriate as the business
continues to scale;
c. Consideration of the most appropriate
method of engaging non-executive
directors in strategic opportunities so
that they are fully utilised in the strategic
decision-making process;
and
d. Review the extent to which cultural change
is effectively permeating throughout the
organisation with the newly appointed
Chief People Officer.
boohoo's wider succession plan is the role and
responsibility of the Nomination Committee,
to ensure that the board is comprised of
appropriately skilled and capable individuals.
The Nomination Committee chair will identify
gaps in the skill set required to oversee the
group's development, and will seek to recruit
suitably qualified individuals.
8. Promote a corporate culture that is
based on ethical values and behaviours
boohoo is guided by its values of Passion,
Agility, Creativity and Teamwork. The
company prides itself on its inclusive culture
and team spirit, and in operating in a fair and
sustainable manner.
boohoo takes the welfare of all its employees
extremely seriously and continues to invest
in its people, who are encouraged to develop
and
grow with the business. boohoo strives to
continually improve the working environment
and benefits of its people. This is done by
listening to and actioning feedback given
through the open Your Voice sessions,
and internal HR channels, with immediate
attention paid to any concerns raised. boohoo
is continually improving the support provided
to managers to help ensure they are leading,
and ensuring the people in our organisation
feel valued and are listened to, shown in the
significant investment made to upgrade all
the facilities and working environment.
Further information can be found on pages
48 to 49 of this report.
purpose
9. Maintain governance structures
and
that are fit for
processes
and support good decision-making
by the board
The board has a formal schedule of matters
reserved to it for decision, including approval
of strategic plans and the annual operating
plan, significant investments and capital
projects, treasury and risk management
policies. All directors take decisions
objectively in the interests of the
group.
Further details of the roles and responsibilities
of the directors is set out at principle 6.
boohoo continues to look at how to best
improve its corporate governance; and as a
fast growing company, boohoo is constantly
for
looking ways to strengthen its board,
whilst ensuring that the business is led by
people with the right experience, passion
and enthusiasm. In order to ensure there are
enough independent directors to maintain
the balance of the board in favour of non-
executive directors, the company will be
appointing one more. The search process to
recruit a further independent non-executive
director is ongoing.
The enlarged and strengthened board
structure has substantially enhanced the
bandwidth to formulate, plan and begin to
execute a multi-brand
The structure
strategy.
enables the directors to use their extensive
commercial experience in developing the
wider
group and its strategy for the benefit of
the company's stakeholders.
Brian Small has been appointed as Deputy
Chairman to lead the independent non-
executive directors on matters where
independence is required.
In summary, this structure enables the
retention of key skill-sets within the company
whilst facilitating the enhancement of the
executive director base and the continuing
development of the board and committee
membership otherwise in line with the QCA
Code's key principles.
There are four board committees - Audit,
Nomination, Remuneration and Risk
Committees on the following pages.
BUILD TRUST
10. Communicate how the company
is governed and is performing by
maintaining a dialogue with shareholders
and other relevant stakeholders
The AGM is an important opportunity for
communication with both institutional and
private shareholders and also involves a short
statement on the company's latest trading
position. Shareholders may
ask questions
of the full board, including the chairs of the
Audit, Remuneration, Nomination and Risk
Committees.
The result of the proxy votes submitted by
shareholders in respect of each resolution will
be available on the company's website or on
request to the Company Secretary.
As outlined at principle 2, the company
maintains an active dialogue with its
shareholders through a planned programme of
investor relations.
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