Investor Presentaiton
BOOHOO GROUP PLC
ANNUAL REPORT AND ACCOUNTS 2021
CORPORATE GOVERNANCE REPORT
Mahmud
Kamani
EXECUTIVE CHAIRMAN
4 MAY 2021
offer
// GOVERNANCE
I'M PLEASED TO PRESENT
THIS YEAR'S CORPORATE
GOVERNANCE REPORT.
As Group Executive Chairman it is my responsibility
to ensure that boohoo has an effective board and
corporate governance framework.
Following the publication of the Independent Review by Alison
Levitt QC, we made a commitment to adding further independent
experience, increasing oversight on matters of compliance and business
practices and adopting higher standards of corporate governance. We
have endeavoured to do this in a way that is transparent and provable
by our Agenda for Change, which will build a sustainable foundation
for the long-term success of the business and for the benefit of our
stakeholders.
The board has worked hard during the year to implement our Agenda
for Change. We recognise there is further work to be done and I
personally undertake that this will remain a key focus and priority
throughout 2021 and beyond. A summary of the considerable
improvements to our governance framework is detailed below.
INDEPENDENT OVERSIGHT
On 26 November 2020, the group announced the appointment of Sir
Brian Leveson PC to provide independent oversight of the Agenda for
Change and committed to publishing progress reports. In his reports,
Sir Brian Leveson acknowledges the pace the group is making towards
affecting change and these reports can be viewed in full on our group
website. The board also appointed KPMG as consultants to advise
and monitor the implementation and governance of the Agenda for
Change programme.
STRENGTHENING
GOVERNANCE WITH KEY
APPOINTMENTS
The board is committed to additional
expertise and independent challenge
through the appointment of non-executive
directors. Shaun McCabe was appointed
on 17 November 2020 as an independent
non-executive director and Chair of the
group's Audit and Risk Committees. Shaun's
full biography can be found on page!
51 of
this report.
We are also in the process of recruiting a
second independent non-executive director
experienced in dealing with environmental,
social and governance ('ESG') matters.
RISK MANAGEMENT
The board takes ultimate responsibility for the
effectiveness of risk management within the
group
and acknowledges that it must satisfy
itself that the significant risks faced by the
group are being managed appropriately.
We have implemented a new governance
framework to ensure effective monitoring
and reporting of risks across the group going
forwards. We have also constituted a new risk
committee to enable better identification and
closer monitoring of risk at board level.
Further information on risk management can
be found on page 34 of this report.
EXECUTIVE
REMUNERATION
We have redesigned the executive directors'
remuneration policy to align the interests of
the executives with stakeholders, including
the introduction of performance conditions
linked to ESG criteria. This is an important
part of the board's response to the findings of
the Independent Review and the successful
implementation of the corporate governance
aspects of our Agenda for Change
programme.
BOARD EVALUATION
In February 2021, the board participated in
an external evaluation of its performance to
assess and address any areas for development
through an independent lens. The aim of the
evaluation was to identify ways to enable
the board to achieve its full potential and
operate more effectively. Looking ahead,
I will commission a further externally
facilitated board evaluation by the end
of the next financial year to consider the
effectiveness of these changes, implemented
following the initial review.
BOARD EFFECTIVENESS
AND DEVELOPMENT
This year, as part of the board's commitment
to ensuring the highest standards of
governance for the group, each board
member will attend training on the practical
application of the QCA Corporate
Governance Code and issues raised in the
Independent Review, including how to
operate as an effective board as well as latest
trends and developments in areas such as the
ESG agenda and risk management.
GOVERNANCE
FRAMEWORK
Under my leadership, it is the responsibility
of each member of the board to ensure that
we uphold the highest standards of corporate
governance. We embraced the Independent
Review as a critical, but fair, assessment
of our business practices and governance
framework. Whilst we remain on track to
deliver the Agenda for Change, and by doing
so improving our governance framework, we
recognise that it will take time to demonstrate
real change and rebuild stakeholder trust.
We will continue to focus on delivering
the Agenda for Change and maintaining
momentum to make boohoo a better and
more responsible business. We will be
transparent about the progress
we're making
through open and regular communication
with our stakeholders.
Mahmud Kamani
GROUP EXECUTIVE CHAIRMAN
CHAIRMAN'S GOVERNANCE STATEMENT
52
53View entire presentation