Investor Presentaiton
BOOHOO GROUP PLC
CORPORATE GOVERNANCE REPORT
CONTINUED
ANNUAL REPORT AND ACCOUNTS 2021
// GOVERNANCE
THE COMPANY HAS
ADOPTED THE 2018
QUOTED COMPANIES
ALLIANCE CORPORATE
GOVERNANCE CODE
('QCA CODE').
The board believes that the
QCA Code provides the most
appropriate framework of
governance arrangements for a
public listed company of boohoo's
size and complexity.
The board acknowledges the importance of
the ten QCA Code principles and sets out
the group's current approach below.
DELIVER GROWTH
1. Establish a strategy and business
model which promotes long-term value
for shareholders
The group owns the brands boohoo,
boohooMAN, PrettyLittleThing, Nasty Gal,
Miss Pap, Coast, Karen Millen, Warehouse,
Oasis, Debenhams, Dorothy Perkins, Burton
and Wallis and designs, sources, markets
and sells clothing, shoes, accessories and
beauty products targeted at 16-45 year-old
consumers in the UK and internationally.
The group has a strong presence in the
UK, US, Australia, France and Ireland, and
sells products to customers in almost every
country in the world.
The group's business model is entirely
focussed on its customers and every element
of the model begins and ends with them - we
engage, we listen, we learn, we create and
repeat.
The group's ambition and growth prospects
are underpinned by forecast growth in both
the domestic and international online fashion
retail markets, a highly efficient product-
sourcing model and a robust infrastructure
development plan. The group's vision is to be
a leading e-commerce fashion market for
16-45 year-olds, which will be driven through
the following strategic priorities:
Insight creating a competitive customer
proposition
⚫ Investment delivering organic growth to
increase market share
Innovation-driving customer engagement
Integration integrating new brands
A fuller explanation of how the strategy and
business model are executed can be found on
page 16.
2. Seek to understand and meet
shareholder needs and expectations
The board is informed of shareholder views
as part of the regular reporting process and
matters for discussion, and maintains an
active dialogue with its shareholders through
a planned programme of investor relations.
This activity is a keystone of boohoo's
corporate communications programme and is
headed by the Executive Board, supported by
an Investor Relations team and the Company
Secretary. The group's s non-executive Deputy
Chairman (who is also Senior Independent
Director) acts as an additional link between
the shareholders and the group's executive
directors.
The
programme includes formal presentations
of the group's full year and interim results
and meetings between institutional investors,
analysts and senior management on a
regular basis. Regular communication with
shareholders also takes place through the
group's annual and interim report and via the
group o website (www.boohooplc.com), which
contains up-to-date information on the
group's activities.
The Chairman of the Remuneration
Committee has actively engaged and
consulted with shareholders on major changes
to the remuneration policy during the year.
The board recognises that the annual general
meeting is an important opportunity for
communication with both institutional and
private shareholders.
There is also a designated email address for
shareholder liaison - investorrelations@
boohoo.com and all contact details are
included on the investor relations website.
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3. Take into account wider stakeholder
and social responsibilities and their
implications for long-term success
The board recognises the importance of
maintaining strong relationships with its
stakeholders in order to create sustainable
long-term value, and the board encourages
active dialogue and transparency with all its
stakeholder groups.
Further information on stakeholder
engagement can be found on page
64.
The board believes that modern slavery
is a significant global issue presenting a
challenge for businesses worldwide and
has committed to continually reviewing its
practices to combat slavery. The board has a
zero-tolerance approach to modern slavery
and is committed to ensuring that its group
companies and supply chain acts ethically
and with integrity.
Our Modern Slavery Statement can be found
on the group's website. Further information
on the Agenda for Change and our Supply
Chain can be found on page 20.
4. Embed effective risk management,
considering both opportunities and
threats, throughout the organisation
The board has overall responsibility for the
group's systems of internal control and
risk management and for reviewing the
effectiveness of those systems. Such systems
are designed to manage rather than eliminate
the risk of failure to achieve business
objectives. Any system can only provide
reasonable and not absolute assurance against
material misstatement or loss.
The board confirms that there are new
procedures for identifying, evaluating and
managing significant risks faced by the
, and will review these formally with
group,
management before each financial year end
(as well as the ongoing review of risks which
emerge throughout the year).
The board has implemented a new internal
risk management procedure to identify, with
relevant management, the major business
risks facing the group and to put in place
appropriate policies and procedures to manage
those risks. Internal and external risks, which
are assessed on a continual basis, may be
associated with a variety of internal or external
sources, including control breakdowns,
disruption in information systems,
competition, inadequate financing, poor
business performance, natural catastrophe
and regulatory requirements. These involve
a process of control, self-assessment and
reporting that will be established to provide a
documented trail of accountability, which will
be reported to the board.
The newly constituted Executive Risk Group
reports on its review of the risks and how
they are managed to both the board and
Risk Committee, whose role it is to review
the key risks inherent in the business and
the systems of control necessary to manage
those risks. The Executive Risk Group, which
includes the CEO and CFO, reports to the
Risk Committee and provides independent
assurance over risks and internal controls.
The Risk Committee presents its findings to
the board as appropriate. The Executive Risk
Group also reports to the Risk Committee on
major changes in the business and external
environment which affect significant risks.
Where areas for improvement in the systems
are identified, the board considers the
recommendations made by the Executive
Risk Group and the Risk Committee.
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