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Corporate Governance

As a Board, we are responsible for the stewardship of the business and are committed to maintaining high standards of corporate governance across the Group. We believe good governance enhances business performance as well as our reputation within our market place and across relationships with our stakeholders. 

Our approach to governance is outlined in the following report , which describes how we integrate into our business the main principles of the 2016 UK Corporate Governance Code (the Code).  The Code’s principles on remuneration are addressed in the Directors’ Remuneration Report which is set out on pages 74 to 98.  St. Modwen’s risk management and internal control framework together with details of the principal risks and uncertainties that the Group faces are described on pages 45 to 52.

We remain mindful of the need for businesses to operate in an open and transparent manner, supported by a strong, accountable culture and a clear approach to governance.  In line with the development of our business, our governance framework is kept under close review in order to ensure that shareholders’ interests are safeguarded and to sustain the success of the Company over the longer term. 

In 2016, and with the support of the Board’s Committees, we appointed Mark Allan as Chief Executive; following competitive tenders we selected KPMG as our external auditors and PwC to provide internal audit services; we reviewed our remuneration policy and consulted with major shareholders on proposed amendments to it; and we continued to strengthen the risk and control environment.

At this year’s AGM, resolutions will be proposed to approve the revised remuneration policy for directors and to renew the Company’s long-term incentive arrangements for both directors and the wider management population.  The notice of meeting, which includes the special business to be transacted and an explanation of all the resolutions to be considered at the AGM, is set out on pages 166 to 177.

I hope that you find the corporate governance section of this report informative and I look forward to seeing you at our AGM in March. 

Bill Shannon


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Terms of reference of the Audit Committee


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Terms of reference of the Remuneration Committee


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Terms of reference of the Nomination Committee


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St. Modwen Properties PLC Articles of Association


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