Corporate Governance Statement

The Directors acknowledge the importance of good corporate governance and believe that it creates shareholder value by improving performance, whilst reducing or mitigating the risks that a company faces, as it seeks to create sustainable growth over the medium to long-term.

In recent years the Board has made significant progress in bringing the Group’s corporate governance regime in line with the requirements of the UK Code and the Board has formally adopted the UK Code as its corporate governance code since 2022.

The Group now complies with all provisions of the UK Code, except:

• Provision 19 – The Chair’s tenure exceeds nine years. During 2023, the Board, on the recommendation of the Nominations, Governance and Sustainability Committee, approved a Chair succession plan that will see Mr Pratt step down from his role as Chair at the Company’s AGM in 2026. Further details in relation to Chair succession planning are set out on page 95 and 96 of the Company’s Annual Report 2023 available here.

• Provision 32 – The Chair of the Remuneration Committee has not served on the Committee for a period of 12 months prior to his appointment as Chair of that Committee. Mr Hogan served on the Remuneration Committee alongside Mr Berkowitz since September 2023 and whilst he had not served 12 months on the Committee prior to taking over as Chair of the Committee in January 2024 he was the longest serving member of that Committee at the time of Mr Berkowitz’s resignation and was therefore deemed the most appropriate person to take over the position as Chair.

• Provision 36 – The share options granted to Executive Directors during 2022 are subject to a vesting period of four years and two months and vesting of all awards granted to Executive Directors will occur, subject to achievement of the performance condition, on 31 December 2026. The Board believes that, notwithstanding this variance from the terms of the UK Code, the scheme supports alignment with long-term shareholder interests.

The Board comprises of 8 Directors, two of whom are Executive Directors and six of whom, including the Chairman, are Non-Executive Directors, reflecting a blend of different experience and backgrounds. Of the Non-Executive Directors, five of these have been deemed by the Board to be independent. Biographies of all Directors are available here.

Division of Responsibilities

The Board retains ultimate accountability for good governance and is responsible for monitoring the activities of the executive team. The Board has a collective responsibility and legal obligation to promote the interests of the Group and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Chairman.

The roles of Chairman and Chief Executive Officer are not combined and there is a clear division of responsibilities between them. The Chairman’s responsibility is to lead the Board, and this ensures that the Board is effective and efficient. The Chief Executive Officer is accountable to the Board for all authority delegated to the executive team.

Committees

The Board is supported in its function by the Audit, Risk and Compliance Committee, the Nominations, Governance and Sustainability Committee and the Remuneration Committee and details of the composition and terms of reference of each Committee is available here.

Further details in relation to the Group’s Corporate Governance arrangements can be found in the Group’s latest published Annual Report available here.