The Board of Directors (‘the Board’) for Likewise Group plc is committed to good corporate governance and all Board members are fully aware of their duties and responsibilities.
In accordance with Rule 26 of the AIM Rules for Companies, the Board confirms that it has voluntarily adopted the QCA Code and believes that a framework of sound corporate governance and an ethical culture, is conducive to long-term value creation for shareholders.
All members of the Board believe in the importance of good corporate governance to assist in delivering value and achieving objectives over the medium to long-term, in its accountability to stakeholders and maintaining a reputation for high standards of business conduct. The Board meets regularly to determine the policy and business strategy of the Group and has adopted a schedule of Matters Reserved for the Board.
The Chief Executive Officer leads the development of business strategies within the Group’s operations.
The Board has considered mechanisms by which the business and the financial risks facing the Group are managed and reported to the Board. The need for development of a risk register for the principal business and financial risks has been identified with implementation planned in 2024 to best ensure risk identification and implementation of control procedures. The Board acknowledges its responsibility for reviewing the effectiveness of the systems that are in place to manage risk and to provide reasonable safeguarding of the Group’s assets against misstatement.
The key elements of the system of internal control are:
The collective Board act as the Nomination Committee. During the year, the Nomination Committee have met to consider the succession planning of the executive and management teams. As a result, changes to the structure of the finance and secretariat teams have been implemented to promote the success and long-term sustainability of the company. In August, changes were made to the structure of the operational management team to future-proof, strengthen and support our IT and logistics capabilities, as the Group continues its journey of organic growth.
In the year, the Board comprised two independent non-executive directors, a non-executive director, and two executive directors. Paul Bassi CBE, Andrew Simpson, Mike Steventon, Anthony Brewer and Roy Povey. Roy retired from the Board on 31st December 2023. He retired as Company Secretary in March 2024 and was succeeded as Company Secretary by Ben Baker-Ashforth. The members would like to record their thanks to Roy, for his considerable contribution and professionalism, having supported the Group’s journey from private to public, to date. The Board considers that there is an appropriate balance between executive and non-executive office and no individual or group dominates the decision making.
The members have a wide range of experience and the expertise needed to inform and oversee the execution and strategic delivery of the Group over the medium to long-term. The executive directors commit their full-time attention to the day-to-day needs of the business. The biographies of all Board members are included on Page 3 and are available on the company’s website. The non-executive directors prepare for and attend Board meetings in person on a regular basis, as well as, committing their time to regular contact with the chief executive and management team. In addition, they serve on the three Board sub-committees, as required and necessary. No restrictions are imposed on the non-executive directors in assuming other external roles.
The Committees each have delegated authorities with formal terms of reference.
The Audit Committee meets bi-annually to consider the scope of the annual audit and interim financial statements, as well as, reviewing the Group’s internal control systems. It oversees the relationship with the external auditor, reviews the results of the external audit, its cost effectiveness and the objectives of the auditor. The Audit Committee considers an internal audit function is not currently justified due to the current stage of development and size of the Group. The Audit Committee is chaired by Mike Steventon and is comprised of two other non-executive directors and attended by the Chief Financial Officer.
The Nomination Committee is comprised of the Chief Executive and non-executive directors. It is responsible for the appointment of any new directors to the Board, and other duties include reviewing the structure, size and composition (including the skills, knowledge and experience) required of the board and its sub-committees, succession planning for directors and senior executives, reviewing the leadership needs of Likewise, reviewing the results of the board performance evaluation process as and when appropriate, and policies relating to diversity and gender.
The Remuneration Committee is comprised of non-executive directors only, meeting at least annually to determine Policy on senior Executive remuneration, to make detailed recommendations to the Board regarding the remuneration packages of the Executive Directors and to consider awards under the Group’s option schemes. The Chief Executive Officer is consulted on remuneration packages and policy but does not attend discussions regarding his own package. The Remuneration Committee is chaired by Andrew Simpson.
There were seven Board Meetings in the year, which were attended as follows:
| P Bassi | A Simpson | M Steventon | A Brewer | R Povey | |
| 02/03/2023 | Yes | Yes | Yes | Yes | Yes |
| 28/03/2023 | - | Yes | - | Yes | Yes |
| 11/05/2023 | Yes | Yes | Yes | - | Yes |
| 21/07/2023 | Yes | Yes | Yes | Yes | Yes |
| 22/09/2023 | Yes | Yes | Yes | Yes | - |
| 24/11/2023 | Yes | Yes | Yes | Yes | - |
| 20/12/2023 | Yes | Yes | Yes | Yes | Yes |
| Total attended | 6/7 | 7/7 | 6/7 | 6/7 | 5/7 |
Board Performance Reviews have been put forward for consideration in the 2024 Board Forward Planner, in preparedness for meeting its obligations under Principle 8 of the updated QCA Code published in November 2023.
The Board takes seriously its duty to act in a way that promotes the long-term success of the company and meet its s172 CA2006 responsibilities to all of the company’s shareholders and stakeholders.
As Likewise has progressed through the early stage in its journey of growth, the Board reflected on leadership changes and challenges in the year and considered what this means in relation to how they conduct their decision-making and made changes to both the structure of the Plc Board and the Executive Managements team, as well as, some of its governance frameworks. These changes were designed to help future-proof the business and included some internal restructuring and promotion opportunities which support the commercial development of the of the business whilst strengthening best practice and internal controls across the Group in respect of IT, operations, and health and safety.
In addition, internal promotions within the Finance team demonstrated confidence in the strong succession pipeline in place and a commitment to recognise and reward the skills, experience and dedication of its employees, and ensures that appropriate financial oversight and sound internal financial controls are embedded. Provision was also made for dedicated Secretariat service to support the Board in developing its good governance practices.
The Group has continued to balance the needs of all shareholders and stakeholders in its approach to sustainability, carefully considering the need to deliver profitability and returns, whilst minimising its operational impact upon the environment and community, wherever practicably possible. In February 2023, Likewise became a core funder and member of Carpet Recycling UK, a community which has boosted the proportion of carpets being repurposed as a resource rather than waste.
Other environmental initiatives which were championed and continued in the year included recycling of polythene waste and a reward scheme for recycling of cardboard poles. Ongoing investment into the transition of the Group’s company car fleet resulted in an increased take-up of 91% (2022: 73%) for electric or hybrid vehicles.
Paul Bassi CBE
Chairman
Date: 17 May 2024
