QCA Code Principle Disclosures

QCA Code Principle Disclosures

QCA Code Principle Disclosures

No. Principle Disclosure
1 Establish a strategy and business model which promotes long term value for shareholders Disclosure of the relevant information can be found in our Annual Report 2017 at pages 1 and 2. Specifically we deal with our business model, strategy and market factors. Pages 3 and 4 of the Annual Report 2017 recognise the risks and uncertainties faced by the business in executing on the strategy.

The Reports and Publications area under the Investor Relations section of our website provides further detail of our engagement with shareholders in terms of communicating the Group’s strategy.


2 Seek to understand and meet shareholder needs and expectations This disclosure is covered on our website in the Committees and Governance section under the Investor Relations, Board Members and Committees area.

We identify in our Reports and Publications sections the level of engagement we have with our shareholders.

Page 17 of our Annual Report 2017 also contains a statement regarding our relationship with our stakeholders.

3 Take into account wider stakeholder and social responsibilities and their implications for long-term success Pages 21 and 22 of our Annual Report 2017 deal with these disclosures. Specifically we set out our engagement with our internal stakeholders (equal opportunity and diversity, colleagues with disabilities, gender pay gap reporting, colleague development and our modern slavery statement). We also set out our engagement with our external stakeholders (communities and environment).
4 Embed effective risk management, considering both opportunities and threats throughout the organisation Pages 3 and 4 of our Annual Report 2017 set out our disclosures with regard to principal risks and uncertainties. These include reliance on key suppliers, exposure to underlying customers, customer service and delivery, competition, recruitment and retention, security and resilience of our networks, liquidity and legislation and regulatory.
5 Maintain the board as a well functioning balanced team led by the chair Pages 14 to 17 of our Annual Report 2017 set out the composition of the board and identifies those directors we consider to be independent. The Investor Relations section of our website, under Board Members and Committees, sets out details of the current directors, their qualifications and details of the relevant committees.

This disclosure includes details as to the board composition, number of meetings per year, matters reserved for the board, and risk management and internal controls.

6 Ensure that between the directors they have the necessary up to date experiences, skills and experience Pages 14 to of our Annual Report 2017 and the Investor Relations section of our website under Board Members and Committees contains details of the directors’ experience.

The Corporate Advisors and Registrars area under the Investor Relations section of our website identifies those external third parties appointed by the board.

7 Evaluate board performance based on clear and relevant objectives, seeking continuous improvement This information is displayed under Committees and Corporate Governance under the Board Members and Committees section of our website. Specifically it identifies that the nomination committee and remuneration committee are responsible for reviewing the composition of the board, nominating candidates and determining remuneration which is based on performance targets.

Executive Board members are also appraised internally through the company wide performance appraisal process.

The Company plans to carry out a Board evaluation over the course of the next 24 months.

8 Promote a corporate culture that is based on ethical values and behaviours This disclosure is made on the Corporate Social Responsibility page of our website under the Investor Relations section. Specifically we identify our environmental impact, details of our volunteering programme, charitable donations and colleague wellbeing.

Page 22 of our Annual Report 2017 also sets out details relating to our contribution to the community.

9 Maintain governance structures and processes that are fit for purpose and support good decision-making by the board The “Investor Relations” section of our website contains a Corporate Governance section which “identifies the relevant policies in place to maintain governance structures and processes that are fit for purpose.

The Board Members and Committees area of our website under Investor Relations identifies those committees which are responsible for corporate governance being the audit committee, the nomination committee and the remuneration committee. The page sets out the relevant responsibilities of those committees.

The Annual Report 2017 contains a corporate governance statement at page 15. This identifies the matters reserved for the board and the matters to be delegated from a corporate governance point of view.


10 Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders This disclosure is made in the Investor Relations section of our website. Under the Report and Publications area there are a number of reports, including notices of general meetings and proxies, documentation relating to Capital Markets days, Annual Reports etc all evidencing the dialogue with shareholders and other relevant stakeholders.