Corporate Governance

Dear shareholders

Good governance is essential to our success as a business. During the year, the Board has worked with management to review our compliance with both the 2016 UK Corporate Governance Code (2016 Code), under which we are required to report for this year’s annual report, and the 2018 UK Corporate Governance Code (2018 Code). We have overseen a number of initiatives across the Group which complement and support the work already being undertaken in ensuring that the Company is compliant with the 2018 Code. A statement of our compliance with the 2016 Code can be found on page 62.

Board workforce engagement plan

We value and invest in our workforce and are keen to ensure that our colleagues’ voices are heard in the boardroom and that their views are considered as part of the Board’s decision making. Over the past year, the Board has approved a number of initiatives to improve employee engagement, including updates to the Group’s people strategy. We have appointed Simon Clarke as a non-executive director responsible for employee engagement. Simon attends meetings of the People Matters Group and provides feedback to the Board on its work and the views of our employees. Further information on employee engagement can be found on pages 26 to 33.

Culture and purpose

The Board has worked with management in defining St. Modwen’s culture and purpose. As a Board, we are responsible for leading and promoting that culture ‘from the top’ and launched the Group’s Responsible Business ambitions at an all-employee event in December 2019. This event provided us with an opportunity to bring the Group’s purpose to life, to further build employee engagement and to demonstrate our commitment to promoting the Group’s culture.

External Board evaluation

This year, we conducted an external evaluation of the Board and its committees. The results of the Board evaluation were presented to the Board in November 2019 and areas of focus for 2020 were identified for action. Further information on the Board evaluation can be found on page 60.

Board changes and diversity

As announced on 4 February 2020, Mark Allan will leave the business on 30 April 2020. Mark has played an important role in the success of the Company and in developing our strategy, which will continue to underpin our ambitions for growth in the years to come. I would like to express my thanks to Mark for his hard work over the past three years and wish him every success for the future.

On 1 February 2020, Rob Hudson assumed the role of Chief Finance and Operations Officer and will take on the role of interim Chief Executive until a new Chief Executive is appointed. Rob’s remit will include overseeing strategic and business planning, developing and ensuring the effective execution of a cohesive transformation strategy, and leading the Group’s Responsible Business ambitions.

As a Board, we remain committed to leading by example and ensuring that our membership is diverse and inclusive. I am pleased to report that we have met the Hampton-Alexander target of 33% female representation on the Board. During the year, the Board has worked with a specialist diversity and inclusion (D&I) consultancy to review the D&I of our workforce, to identify and agree the actions required to improve the diversity of the Group and to refresh the Board diversity policy.

Stakeholder engagement

The views of our shareholders and other stakeholders are important to us. We have maintained regular dialogue with key stakeholders throughout the year and will further develop our stakeholder engagement programme during 2020 to ensure that their views continue to be considered in the Board’s decision making. Further information on the Board’s engagement with, and consideration of, stakeholders can be found on pages 61 and 62 of this governance report and in the strategic report on pages 30 to 33.

I look forward to meeting shareholders at the AGM on 27 March 2020.

Danuta Gray

3 February 2020

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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

Terms of reference of the group Health and Safety Committee