Corporate Governance

As a Board, we are responsible for leading and setting the overall strategic direction of the business in addition to playing a pivotal role in shaping our corporate culture, defined by our values and purpose. In supporting the business in its delivery of the strategy, the Board focused much of its time during the year on strategic matters, particularly on considering our key growth areas: industrial & logistics and housebuilding. For more details on the Board’s agenda for the year and our key areas of focus, see page 72 of our Annual Report.

We believe that, in order to have a sustainable business over the long term and safeguard shareholders’ interests it is vital to operate in an open and transparent manner, supported by a strong and accountable executive team with a clear approach to governance throughout the business.

The Board were keen to enhance their role and oversight of health and safety at Group level. Although St. Modwen already has a well-established Safety, Health and Environment (SHE) Committee at executive level, the Board agreed to form a new committee to further enhance the Group’s approach to Health and Safety risk management. The role of the Group SHE Committee is summarised on page 69. The Nomination Committee recommended to the Board the appointment of Mark Allan as the Chairman and Jamie Hopkins as a member of the Group SHE Committee, which was unanimously approved in November. The Group SHE Committee will meet at least twice a year and officially commence its work in the coming months. Its terms of reference will be approved at its inaugural meeting and will be made available on our website, www.stmodwen.co.uk in due course.

The executive governance framework was also refreshed during the year to ensure that it remained fit for purpose and aligned with our strategy as we progress. As a result the Risk, Assurance and Compliance Committee was established, to advise and support the Board and SLE with their responsibilities for the oversight of risk and to ensure that the business has the correct risk framework to identify, monitor and manage risk effectively. A further three Committees were established to monitor and review the business performance of each strategic focus area: industrial & logistics, residential and housebuilding and strategic and major projects. For more information on our governance framework see pages 68 to 69.

Accountability

During the year the Audit Committee has provided assurance to the Board with regular updates on the work it has undertaken in relation to the integrity of our financial reporting process, relationships with our external and internal auditors as well as the development of our risk management systems and internal control processes. 

Board Changes

The Board was delighted to welcome Danuta Gray as Chair Designate in October and Jamie Hopkins as a non-executive director in March 2018. Details of the appointment process is set out on pages 87 and 88 of the Nomination Committee report. For an overview of Danuta’s experience of joining St. Modwen see page 73. Danuta will take over as Chairman following my departure at the conclusion of the AGM in March.

During the year, Lesley James, Kay Chaldecott and Richard Mully stepped down from the Board.  I am very grateful for their support and wise counsel over the years.

AGM

The notice of meeting which includes the special business to be transacted and an explanation of all resolutions to be considered at the AGM is set out on pages 188 to 193.

Looking forward

The Board completed a review of the 2018 Corporate Governance Code and assessed our governance arrangements to ensure that they were in line with the new requirements. We are pleased to report that in most cases the Company has already been progressing projects or has planned initiatives in the upcoming year so that we are well placed to comply with the 2018 Code in FY19/20. Where gaps have been identified, proposals are being presented to the Board and its Committees for consideration over the course of the upcoming year.

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).

I look forward to seeing you in March which will be my final AGM as Chairman.

Bill Shannon
Chairman

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Terms of reference of the Audit Committee

Terms of reference of the Remuneration Committee

Terms of reference of the Nomination Committee

St. Modwen Properties PLC Articles of Association