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. It is committed to developing a risk register for the principal business and financial risks with further work planned in 2025 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 monitored the effectiveness of the succession plan of the executive and management teams which was implemented in the prior year. The changes to the structure of the finance and secretariat teams which were implemented have been positive and evidence best practice being embedded across the Group, in order to promote the success and long-term sustainability of the company. The restructured operational management team has been key in future-proofing, strengthening, expanding and supporting 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 one executive director. Paul Bassi CBE, Mike Steventon, Andrew Simpson, and Anthony Brewer.
Ben Baker-Ashforth, Head of Financial Reporting & Accounting, was appointed as Company Secretary in March 2024. 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 delivery of the group strategic plan over the medium to long-term. The executive director commits his full-time attention to the day-to-day needs of the business. The biographies of all Board members and the Company Secretary 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 audit of the annual and interim financial statements, as well as, reviewing the Group’s internal control systems. It oversees the appointment of and relationship with the independent 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 Head of Financial Accounting & Reporting
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 Director 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. Andrew Simpson stepped down as Chair of the Committee in November 2024 and it is now chaired by Mike Steventon. The Committee would like to record its thanks to Andrew Simpson for his service to the committee.
There were ten Board Meetings in the year, which were attended as follows:
| P Bassi | A Simpson | M Steventon | A Brewer | |
| 08/03/2024 | Yes | Yes | Yes | Yes |
| 08/05/2024 | Yes | Yes | Yes | Yes |
| 11/05/2024 | Yes | Yes | Yes | Yes |
| 17/05/2024 | Yes | Yes | Yes | Yes |
| 20/06/2024 | Yes | Yes | Yes | Yes |
| 13/08/2024 | Yes | Yes | Yes | Yes |
| 23/09/2024 | Yes | Yes | Yes | Yes |
| 21/10/2024 | Yes | Yes | Yes | Yes |
| 15/11/2024 | Yes | Yes | Yes | Yes |
| 20/12/2024 | Yes | Yes | Yes | Yes |
| Total attended | 10/10 | 10/10 | 10/10 | 10/10 |
The Board considered its approach to Board Performance Evaluation in December 2024 and determined that this matter would be reviewed again in 2025.
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 both leadership changes made and challenges faced in the prior year and considered what this means in relation to how they conduct their decision-making and the development and evolution of its governance frameworks. Both the internal restructuring and commercial development changes were considered to be effective in helping to future-proof the business, as well as strengthening best practice and internal controls across the Group in respect of IT, operations, and health and safety.
The restructuring of the Finance team had been effective, providing continued confidence in the strong succession pipeline in place and a commitment to recognise and reward the skills, experience and dedication of its employees, and ensured that appropriate financial oversight and sound internal financial controls were being established and embedded. The dedicated Secretariat resource had been effective in serving and supporting the Board to further develop good governance practices.
In the year, investment was made into a new Employment Portal, which is hosted and serviced by NatWest Mentor. The new facility is currently available to all Likewise Floors employees and provides our people with a dedicated HR resource, with centralised access to the new Employee Handbook, including employment policies and procedures, as well as access to training modules to provide educational and personal development opportunities, to improve and embed compliance across the Group. In addition, this resource will provide management with integrated data to order to improve oversight of holiday entitlement and wellbeing information. The launch of the portal was completed in February 25.
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. Likewise is 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 95.2% (2023:91.6%) for electric or hybrid vehicles.
Paul Bassi CBE
Chairman
Date: 9 May 2025
