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.

This is enabling us to work to achieve our core purpose ‘Changing places. Creating better futures’ and further establishing our reputation within the marketplace.

Our approach to governance is outlined in the Annual 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 86 to 109.

We were pleased to receive over 96% of votes in favour of our Remuneration Policy following our consultations with major shareholders and over 94% of votes in favour of our Remuneration report at our AGM in March and I thank our shareholders for their engagement and support.

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 56 to 60. 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. As our strategy progresses in the forthcoming year we will continue to further assess our governance framework to ensure that it remains fit for purpose and effectively supports the business.

There was a full Board agenda in 2017, a calendar detailing the areas of focus at our Board meetings is set out on page 71 which has included, health and safety, people, purpose and values and a new organisational design aligned to enhance our strategy. In March 2017 we were saddened by the sudden passing of Steve Burke, our Group Construction Director.

Steve was with the business for over 20 years, serving on the Board since 2006, and he was instrumental in delivering many of the large-scale projects that form the basis of our success. Instead, following a review of the responsibilities of the members of our senior management team, a number of individuals in the business have taken on additional responsibilities. The number of executive director roles on the Board has therefore reduced from three to two.

Following his appointment in 2016, Mark Allan completed his first anniversary as Chief Executive. There is clear evidence of enhanced focus and momentum in our business and the operational governance will be reviewed to ensure that we remain fit for purpose. I hope that you find the corporate governance section of the Annual Report informative. 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 180 to 185.

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