A clear governance structure

The Board sets the Group’s strategy to promote the long-term sustainable success of the Group in line with its purpose, values and culture. The Board provides leadership within a framework of strong governance, risk management and effective controls. It oversees the performance and progress of the Group against the business plans and forecasts.

The Board

Board Committees

Executive Committee

Management Committees

Board roles and responsibilities

Non-Executive Chairman

Iain Ferguson CBE

The Chairman leads the Board and acts as the Group’s external representative with major shareholders and other stakeholders, seeking their views on governance, strategy and performance. He facilitates an environment for overall Board and individual Director effectiveness, driving a culture that supports constructive discussion, challenge and decision-making.

Chief Executive Officer (CEO)

Martyn Clark

The CEO is responsible for leadership of the Group, development of the strategy for Board approval, and delivery of performance against the strategy. He leads the Executive Committee and the Group’s divisions and support functions. He is responsible for the Group’s sustainability policies and practices.

Chief Financial Officer (CFO)

Bill Floydd

The CFO leads the Group Finance function and oversees divisions’ financial control functions. He is responsible for the Group’s financial statements, financial controls, tax strategy and investor relations. He manages the Group’s risk profile, oversees risk management actions and establishes effective internal controls.

Senior Independent Director (SID)

Octavia Morley

The SID acts as a sounding board for the Chairman and is a trusted intermediary for other Directors. She is available to discuss concerns with stakeholders that cannot be resolved through the normal channels of the Chairman or the Executive Directors. She is responsible for leading the Chairman’s performance evaluation.

Independent Non-Executive Directors (NEDs)

David Arnold, Louise Hardy, Maggie Semple OBE

The role of the NEDs is to bring external perspective, sound judgement and objectivity to the Board’s deliberations and decision-making. They constructively assist and challenge the development of Group strategy, providing independent insight, support and specialist advice, and review the performance of the Executive Directors.

Group Company Secretary

Penny Thomas

The Group Company Secretary provides advice and assistance to the Directors on all governance matters, ensuring that Board procedures are followed, and all relevant statutory and regulatory requirements are met. She supports the Chairman in developing the Board agenda, considering Board effectiveness and ensuring the Board receives timely and relevant information.

Board committees

The Board is assisted by three Board committees to which it formally delegates matters as set out in each committee’s terms of reference. These are reviewed annually, with any amendments approved by the Board.

The Board may constitute further committees for regular long-term duties or to address specific short-term situations, as set out in the Company’s Articles of Association. The Board may also call on a number of Directors to form a sub-committee for an individual decision or authorisation, such as the approval of trading updates.

Audit and Risk Committee

Oversees external financial reporting and disclosures and monitors internal controls and risk management.

Reviews the effectiveness and independence of the external and internal auditors.

Reviews internal audit reports, findings and actions.

Chair

David Arnold

Members

  • Octavia Morley

  • Louise Hardy

  • Maggie Semple OBE

Terms of reference

Nomination Committee

Reviews the balance, diversity, independence and effectiveness of the Board and monitors succession planning for the Board and the Executive Committee, alongside talent management.

Oversees the selection and appointment of new Directors to the Board.

Chair

Iain Ferguson CBE

Members

  • David Arnold

  • Octavia Morley

  • Louise Hardy

  • Maggie Semple OBE

Terms of reference

Remuneration Committee

Sets the remuneration policy for the Executive Directors and Executive Committee members, with focus on aligning remuneration with the enhancement of shareholder value and delivery of the Group’s strategy.

Considers employee pay when setting remuneration for the Executive Directors.

Chair

Octavia Morley

Members

  • David Arnold

  • Louise Hardy

  • Maggie Semple OBE

Terms of reference

Executive committee

Provides executive leadership to deliver the Group’s strategy and manages the operations of the Group on a day-to-day basis.

Oversees SHE compliance, operational and financial matters, customer service and quality performance, sustainability strategy, legal matters, business ethics and culture, and the people strategy.

Management committees

Divisional boards

Each division is run by a divisional board comprising functional directors responsible for specific disciplines. They consider the operational matters and key risks of the division, monitor and control costs at a divisional level and ensure high levels of SHE performance and customer service.

Safety, Health and Environment (SHE) Committee

The SHE Committee oversees the management of the Group’s SHE risks. It monitors performance against the Group’s SHE strategy and sets associated policies, procedures and initiatives.

Sustainability Committee

The Sustainability Committee oversees the management of the Group’s sustainability risks. It monitors performance against the Group’s sustainability strategy and recommends associated targets, policies and initiatives.

Investment Committee

The Investment Committee oversees land acquisition and disposals, planning application submissions, s.106 approvals and operational commencements.

There is a clear dedicated approval process for acquiring land which enables the Group to act quickly while ensuring an appropriate level of diligence is applied to significant capital allocation decisions.