John Dodds
Non-executive chairman

Dear shareholder

I am pleased to introduce the Group's corporate governance report on behalf of our board of directors ('the board'). We remain committed to maintaining the high standards of corporate governance which we believe help to facilitate the success of the Group and provide protection for our shareholders. The Group is committed to business integrity, high ethical values and professionalism in all of the activities it undertakes. I can confirm that the stewardship and good governance of our Company remains a high priority for the board.

Our corporate governance report explains how we manage the Group and comply with the provisions of the UK Corporate Governance Code ('the Code') and outlines how the board ensures that high standards of corporate governance are maintained.

Leadership and succession

Between 1 April 2017 and 31 January 2018, during Ian Lawson's absence due to physical ill health, I assumed the role as executive chairman, with Alan Dunsmore acting as chief executive officer and Adam Semple acting as Group finance director. Following Ian Lawson's departure from the business on 1 February 2018, Alan Dunsmore and Adam Semple were appointed to those roles on a permanent basis and since 1 February 2018 I have resumed my role as non-executive chairman. Ian left with our thanks and best wishes and our ability to operate effectively in Ian's absence was testament to the effectiveness of the succession planning that we have undertaken in recent years.

Board evaluation

During the year, an internal board evaluation was undertaken by Kevin Whiteman, the senior independent director. This included an evaluation of my own performance as well as that of the other directors and the board's committees. Overall, the evaluation was positive, further details of which can be found in the corporate governance report.


In light of recent corporate failures, the FRC has focused on the accounting and reporting framework in our sector and issued further guidance on principal risk and viability statement reporting. We have considered this in our principal risk reporting which is set out on within the risk management section, which also includes our annual confirmations on risk management and internal control (see how we manage risk). The viability statement itself is set out within the strategic report.

We continue to assess the impact of new International Financial Reporting Standards on our annual report. We have completed our assessment of IFRS 15, the new revenue recognition standard, further details of which can be found in the notes to the financial statements.

The board has confirmed that this annual report is fair, balanced and understandable. The audit committee, supported by management, has adopted a process to enable the board to take this view. You can find an explanation of the process we have used to make this determination in the audit committee report.

The board delegates certain of its responsibilities to the board committees to enable it to carry out its functions effectively. A diagram of the board governance structure is set out in the corporate governance report.


Our executive director remuneration arrangements are intended to support the achievement of the Group's objectives and strategy. With the support of the remuneration committee's oversight, we continue to believe that the current remuneration packages help to appropriately incentivise management to sustain long-term value for shareholders.

Our remuneration policy was approved at the AGM in September 2017, as was our revised Performance Share Plan ('PSP'). A summary of our remuneration policy, how we intend to operate that policy in 2019, and a review of the remuneration committee's activities, together with bonus and PSP performance in 2018, can be found in the remuneration report.

Talent and diversity

The board is mindful of diversity and we believe that a diverse company (in all regards, not just gender) provides a balanced and effective organisation. During the year, we published our gender pay gap report. We are confident that our gender pay gap does not stem from paying men and women differently for the same or equivalent work. We are mindful though that the sector in which we operate is male dominated and we have set up initiatives to attract more women to the business.


Our AGM this year will be held again at Aldwark Manor Hotel, York, YO61 1UF on 4 September 2018 at 12:00 pm and I look forward to seeing you then.

John Dodds
Non-executive chairman
20 June 2018

Compliance with the UK Corporate Governance Code

The board considers that it and the Company have, throughout the year, complied without exception with the provisions of the UK Corporate Governance Code (April 2016), which is the version of the Code which applies to the Company for its 2018 financial year. The Code is issued by the FRC and is available for review on the FRC's website (