Corporate governance

Our approach

We have continued to strengthen our governance arrangements to ensure that they remain proportionate and consistent with the principles of good governance enshrined within the UK Corporate Governance Code.

As the Code is further reviewed, we will keep our Board arrangements under review and, in particular, will be looking at how we can improve the way we understand and take account of the views of our stakeholders, including colleagues, when making decisions. We will also be mindful of how we can do more to support and promote the McColl’s values of Customer first, Caring and compassionate, Simple & consistent and Community champions.

Role and composition of the board

The Board is responsible for leading the business in the way which it believes is most likely to lead to long-term sustainable success.

The Board comprises three Executive Directors, led by our Chief Executive, Jonathan Miller, our Chairman, Angus Porter who was deemed independent on appointment, and three Independent Non-Executive Directors. As a result of the changes made to the Board during 2017, the Board now fully meets the higher standard of independence requirements that apply to FTSE350 companies under the provisions of the UK Corporate Governance Code.

The re-election of the Directors is considered annually by the Nomination Committee in advance of the Company’s Annual General Meeting.

Board balance

The Nomination Committee has reviewed the composition of the Board and its Committees to provide assurance that our balance of skills, experience, qualifications and diversity remains appropriate to the strategic ambitions of the business and the challenges it faces.

Our Non-Executive Directors’ key skills are illustrated here.

Full details of the experience, background and skills of individual Directors can be found through the link below.

Board Committees

The Board delegates specific tasks to its Audit & Risk, Remuneration and Nomination Committees.

Responsibilities and composition

The Board has delegated a number of responsibilities to the Audit & Risk Committee in order to provide the Board and Shareholders with assurance that key financial and risk matters are being overseen and challenged by Independent Non-Executive directors who are not involved on a day to day basis with the management or control of those functions. The Committee oversees financial reporting, external audit and internal controls, and reviews factors that influence the effectiveness of the external Auditor, for example their independence. The Audit & Risk Committee is responsible for making recommendations to the Board on a number of different matters including on the appointment of the company’s external Auditor, approval of financial disclosures, including the Annual Report and Accounts and interim financial statements.

In addition, the Committee has responsibility, in the absence of a separate risk committee, for oversight of risk and risk management systems. It reviews some of the Company’s key policies to ensure that wrong-doing such as bribery and fraud is, as far as possible, prevented and, where it occurs, is detected and lessons are learned. As part of this, the Committee is responsible for ensuring that there are effective arrangements in place to enable colleagues to speak up in confidence if they become aware of any wrong-doing occurring within the business, including any conduct that is illegal.

The Audit & Risk Committee meets at least three times a year at the appropriate points in the reporting and audit cycle. The Committee is chaired by Sharon Brown and its other members are Georgina Harvey and Jens Hofma.

A copy of the Audit & Risk Committee’s terms of reference can be downloaded here.

Responsibilities and composition

The Remuneration Committee has responsibility for deciding the terms and conditions of employment, remuneration and benefits of the Executive Directors, including pension rights and any compensation payments, and for recommending and monitoring the level and structure of remuneration for Senior Managers and the implementation of share option or other performance-related schemes. In discharging its responsibilities, the Committee must review and have regard to the pay and employment conditions across the business. It must also have regard to the views of shareholders, the risk appetite of the Group and McColl’s strategic objectives.

The Remuneration Committee meets at least twice a year.  The Remuneration Committee is chaired by Georgina Harvey and its other members are Sharon Brown, Jens Hofma and Angus Porter.

A copy of the Remuneration Committee’s terms of reference can be downloaded here.

Responsibilities and composition

The Nomination Committee is responsible for considering and making recommendations to the Board in respect of appointments to the Board, the Board Committees and the chairmanship of the Board Committees.  It is also responsible for keeping the structure, size and composition of the Board under regular review, and for making recommendations to the Board with regard to any changes necessary.

In reviewing the composition of the Board and its Committees, the skills, experience and diversity of Board members are considered to ensure that the balance of the Board supports development and delivery of the Group's long-term strategy.

The Nomination Committee meets at least twice a year. The Nomination Committee is chaired by Angus Porter and its other members are Sharon Brown, Georgina Harvey, Jens Hofma and Jonathan Miller.

A copy of the Nomination Committee’s terms of reference can be downloaded here.

Risk management

McColl’s, like all businesses, is exposed to a number of internal and external factors which can positively or negatively affect its performance. Whilst minor variations in circumstances and outcomes will always occur, it is essential that we take a proactive approach to those significant matters that could threaten successful delivery of our short and long term goals.

Our risk framework seeks to identify those threats, quantify how likely it is they will occur and how significant their impact could be. Mitigating actions are then applied to reduce the likelihood and impact to a level that is acceptable to the Board. The effectiveness of those actions is monitored to ensure that they deliver the intended outcome. Our understanding of these risks also informs our strategic choices for the business.