Good Governance Reflected In Our Core Values

Fair, straightforward, determined and inclusive

Corporate Governance

Overview Good Energy is committed to high standards of corporate governance and places good governance at the heart of the business. In July 2018, the Board of Good Energy formally adopted the Quoted Companies Alliance’s (“QCA”) code of corporate governance (“the Code”) in line with requirements of the London Stock Exchange’s AIM Rules. The Board believes that the QCA Code provides the Company with a rigorous corporate governance framework to support the business and its success in the long-term. The Code sets out 10 corporate governance principles. The ways in which Good Energy meets these principles is described in the following sections and incorporates information about the ways in which the Board discharges its duties under the Companies Act 2006, s172.

  1. Establish a strategy and business model which promote long-term value for shareholders

Good Energy is a different kind of energy company, powering the choice of a cleaner, greener future together. Guided by our principles and values, Good Energy has a track record of successfully challenging the way things are done, putting power back into the hands of families, communities and businesses across the country.

In establishing Good Energy’s strategy, the Board considered the long-term interests of Good Energy’s stakeholders and set a course which aligns those interests with those of the Company, promoting the long-term interests of the Company and long-term value for shareholders.

Good Energy’s strategy seeks to accelerate the transition towards energy as a service, facilitating a clean, secure and affordable energy future which benefits energy consumers as a whole and reduces environmental impacts from the energy lifecycle. Good Energy is well positioned to deliver long-term value for shareholders through the implementation of its strategy, focusing on:

  • Customers - putting the customers at the heart of everything that we do and striving to make clean energy the natural choice
  • Energy technology – leveraging technology for the benefit of our customers, driving engagement and growth by putting customers in control of their energy usage
  • Experts – making sure we attract and retain the right people, in the right roles, to deliver for our customers and realise our strategic ambitions
  • Partnerships – innovating and accelerating our growth potential through key strategic partnerships.

Good Energy has aligned its business model to better enable delivery of its strategic ambitions. We have engaged our people through ongoing communication, using multiple channels to reinforce the pioneering, agile culture that enables Good Energy to continue to innovate and drive change. We have made excellent progress Good Energy has made in pursuit of its strategic ambitions and the momentum we are building to deliver the energy market of the future.

  1. Seek to understand and meet shareholder needs and expectations

Good Energy is proud to have a diverse shareholder base, including a significant proportion of private shareholders (many of whom are also Good Energy customers) and other long-term investors. The Board seeks to understand the needs and expectations of its stakeholders, particularly shareholders, through insight gained from regular customer surveys and focus groups, periodic investor surveys and obtaining structured feedback from investor roadshows. Good Energy’s strategy responds to the insight gained through these consultations.

Good Energy provides shareholders and other stakeholders with relevant information in a timely and balanced manner and meets with its largest shareholders periodically to understand their views on Good Energy’s performance and future plans. Good Energy actively encourages shareholders to participate in its AGM as an opportunity for all shareholders to share their views openly with the whole Board and other shareholders.

  1. Consider wider stakeholder and social responsibilities and their implications for long-term success

The Board recognises its primary legal responsibility to promote the success of the Company for the benefit of its members as a whole, taking into account the interests of other stakeholders including customers, employees, partners, suppliers, regulators, the environment and the local communities in which Good Energy operates. Interpreting this responsibility, and in line with recommendations published by the GC 100, the Board considers that its duty is not to balance the interests of the Company and those of other stakeholders identified but instead to determine, after weighing up the relevant factors, the course of action it considers best leads to the long-term success of the Company.

Purpose-led from the outset, Good Energy continues to prove that the “other way” is better:

  • In recognition of the many ways in which we continue to support renewable energy generation across the UK, we secured a permanent derogation from OFGEM’s price cap in August 2019
  • We source all our electricity from certified renewables such as solar power, wind power, hydroelectric power and biofuels. We always have and always will – no other UK energy supplier can promise that. Our gas is carbon neutral too: 6% comes from biomethane and we offset the rest through the Green Gas Certification programme. We aren’t only interested in reducing carbon emissions though. The projects we select deliver wider benefits in their local communities, including tackling local poverty and empowering local women
  • We were named “best green electricity supplier” and one of the UK’s most ethical companies of the last 25 years by Ethical Consumer Magazine
  • We are also proud to have been an accredited Living Wage employer since 2015.

Establishing the right culture is an integral part of delivering Good Energy’s strategy. More information on this is outlined below. You can find out more about where and how we source our energy, how we look after our people and how we treat our customers at: group.goodenergy.co.uk. As a purpose-led business, we aspire to be as transparent as possible about our activities.

  1. Embed effective risk management, considering both opportunities and threats, throughout the organisation

Good Energy recognises that effective enterprise risk management is critical to enable it to meet its strategic objectives. We have a clear framework for identifying and managing risk, both at an operational and strategic level. Our risk identification and mitigation processes have been designed to be responsive to the changing environment in which we operate. The impact of emerging risks on the Company’s business model are also considered and used to make informed decisions, including as to the delivery and evolution of our strategy. Key Risks faced by the Company are described in the Strategic Report. While the risks are typical of the risks faced by other energy suppliers, we believe the Company is well positioned to mitigate these through a combination of our risk management processes, our control activity and the strategic direction we are pursuing.

  1. Maintain the Board as a well-functioning, balanced team led by the Chair

The Board  currently comprises two Executive and four Non-Executive Directors. The roles and responsibilities of the Chairman, Non-Executive Directors, Executive Directors and the Company Secretary are clearly defined and regularly reviewed. Details of current roles and responsibilities are set out in the table below.

The Nominations & Remuneration Committee discusses members time commitments from Directors, particularly Non-Executive Directors. Over the period Non-Executive Directors spent 20-25 days with Good Energy, the latter if they are Chair of a Committee.

board table

Other information:

  • The roles of Chairman and Chief Executive have always been split with the Chairman acting in a non-executive capacity.
  • The Executive Directors are accountable to the Board for the operating and financial performance of the Group.
  • The Board is also responsible for approving the appointment of Executives, setting Executive remuneration and devising incentive programmes, agreeing financial and accounting policies and ensuring that the shareholders are properly informed about the state of the businesses. In addition, the Board is responsible for the appointment and removal of the Company Secretary.
  • At the end of the reporting period, the Board comprised the Chairman, Chief Executive Officer, and four Non-Executive Directors, each of whom the Board considers to be independent. In January 2020 the Chief Financial Officer joined the Board.
  • The Board is satisfied that it currently has a sufficient range of relevant operational and financial experience to be able to discharge its responsibilities.
  • The Board has constituted two Committees: Audit & Risk and Nominations & Remuneration. Both Committees comprise only Non-Executive Directors.
  • One of the Directors has a substantial shareholding in the Company, in aggregate representing approximately 3.8% of the issued capital. All current Directors hold shares in the Company although the Company does not require them to do so.
  1. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Board is satisfied that it has an appropriate balance of skills and experience as well as an appropriate balance of personal qualities and capabilities to deliver the Company’s long-term strategic objectives. The Board is committed to maintaining balanced representation of both women and men across the organisation, including at Board level and within the Executive team. The Board regularly reviews its composition and that of its Committees to ensure it has access to diverse perspectives and the necessary up-to-date experience, skills and capabilities to discharge its duties effectively. The Board also reviews the length of time each Director has served on the Board and assesses if contributions made by each Director remain effective, Details of the Director’s tenure can be found below.

Changes are made to the composition of the Board and its Committees to ensure the right balance of complementary skills and capabilities for the next phase of Good Energy’s growth. Further information about the Board, including biographies describing each Director’s experience are set out here. The Company encourages each Director to identify their individual training needs to support the effective operation of the Board and the delivery of the Company’s strategy. The Company provides specific training on renewable energy and energy markets both in house and using external providers as appropriate. Over the period, the Board have also received briefings on a variety of topics including developments in corporate governance and appropriate handling of personal data, insight from shareholders, customers and staff on their views and expectations of Good Energy as well as formal briefing from the Company’s nominated adviser on updates to the AIM rules and other capital markets matters. Procedures are in place to enable individual Directors to seek independent advice at the expense of the Company and appropriate cover is in place. The Board and its Committees may take external advice as appropriate. Over the period, the Board and the Executive team have worked together to evolve the flow of information to the Board. This has resulted in simpler, insight-focussed reporting to facilitate effective debate and enable robust and timely decision-making.

  1. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board conducts an annual evaluation process to assess its effectiveness, as well as that of its Committees and the individual Directors, to drive its continuous improvement with the Board’s key areas of focus for the current year and progress made towards previous objectives.

  1. Promote a corporate culture that is based on ethical values and behaviours

The Board recognises the importance of its role in promoting and monitoring the Company’s desired culture and ensuring it is consistent with the Company’s long-term strategic objectives. Good Energy is a different kind of energy company. Our core values - fair, straightforward, determined and inclusive – underpin the delivery of our purpose to power the choice of a cleaner, greener future together.

We were named “best green electricity supplier” and one of the UK’s most ethical companies of the last 25 years by Ethical Consumer Magazine. We are also proud to have been an accredited Living Wage employer since 2015. Good Energy operates on the principle that a workplace where people’s differences are valued creates a more productive, innovative and effective organisation. We also recognise that attracting, retaining and incentivising key talent is integral to its ability to meet its strategic objectives. The Group’s employment policies follow best practice based on equal opportunities for all employees, irrespective of race, gender, nationality, sexual orientation, disability, marital status, religion or age. All decisions relating to employment are objective, free from bias and based upon work criteria and individual merit. Consultation with employees or their representatives has continued at all levels, with the aim of ensuring that views are taken into account when decisions are made that are likely to affect their interests and that all employees are aware of the financial and economic performance of the business. More information about our performance on gender pay and our approach to modern slavery can be found on the Company’s website at group.goodenergy.co.uk. Good Energy completed a group-wide upgrade of its control environment in 2015, introducing a code of conduct: a ‘Guiding Principles’ approach that is appropriate for a fast-growing business. By design, our Guiding Principles reflect the Board’s duties under the Companies Act 2006, s172. This ensures everyone who works at Good Energy reflects our ethos and values when working together and that our policy and procedural framework supports the Board in discharging its duties.

Our Guiding Principles:

  • provide a framework to empower Good Energy employees to make informed decisions that are in the best interests of the Company and its customers and other stakeholders
  • reflect the environment in which the Company operates
  • mitigate risk
  • explain where our employees can get advice.

More details on Our Guiding Principles can be found under Principle 10

corporate culture chart
  1. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

Good Energy’s governance structures support its corporate culture and are appropriate to its stage of development and the complexity of the business. The Board has established a Nominations and Governance Committee and an Audit and Risk Committee to support effective governance and decision-making. The key areas for focus for the Committees are listed below. The Board continuously monitors the effectiveness of its governance structures, enabling them to evolve over time to support the Good Energy’s growth and development.

board committee
  1. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

As described above, the Board considers that its duty is not to balance the interests of the Company and those of other stakeholders but instead to determine, after weighing up the relevant factors, the course of action it considers best leads to the long-term success of the company. Good Energy welcomes dialogue with shareholders, particularly the need for open communication on the Company’s strategy and takes care to calibrate perspectives expressed by individual members in the context of Good Energy’s members as a whole. Principal communications with shareholders are conducted through the Annual and Interim results, AGM and interim RNS announcements on key business developments. Good Energy supplements its Annual and Interim results with presentations to analysts and other interested stakeholders (all available on its website) and meets with larger shareholders at least twice annually to discuss both performance and governance, as well as our future plans. The Board actively encourages shareholder participation at its Annual General Meeting and other general meetings from time to time. Good Energy’s Investor Relations team supports effective communications with shareholders and other investors and can be contacted at: investor.relations@goodenergy.co.uk. The Board also recognises the importance of ensuring that the Company maintains effective engagement with other stakeholders and taking into account the interests of internal and external stakeholders when making decisions at Board level. Examples of ways in which Good Energy maintains active communication with other stakeholders include:

Customers:

  • updating customers on Good Energy’s activities through regular newsletters, communications via digital platforms and publication of content on https://www.goodenergy.co.uk/ and on the Company’s social media channels;
  • hearing customers views and expectations of Good Energy through thematic assessment of customer contact, gathering in the moment feedback from customers during or immediately following calls, conducting periodic consumer focus groups and regular customer surveys; and
  • involving customers in trials of new products and services.

People

  • engaging our people regularly with Good Energy’s purpose and performance through structured, regular briefings and discussion forums throughout the year;
  • maintaining regular engagement with our people both individually and through an established group of employee champions from across the business;
  • encouraging information sharing and debate via our internal communications portal, Good Hub; and
  • conducting semi-annual engagement surveys and taking into account the feedback received.

Bondholders

  • progress updates are provided via the Company’s websites, investor newsletters and periodically as part of other communications to bondholders, for example within letters enclosing notice of interest payments.

Delivery partners and suppliers

  • operating a tailored approach to support the development and maintenance of strategic relationships.

Local communities

  • maintaining open relationships with local authorities and key business groups in Wiltshire and the South West;
  • continuing our engagement with communities hosting Good Energy’s renewable generation assets; and
  • providing talks in local schools

Policy-makers and regulators

  • maintaining a constructive dialogue with policymakers on matters relevant to Good Energy’s strategy and current operations;
  • regular engagement with the energy regulator, Ofgem, both bilaterally as well as through public consultations and industry forums; and
  • targeted participation in industry groups aligned to Good Energy’s purpose, values and strategy

Last updated 27/04/2020