Good Governance Reflected In Our Core Values

Fair, straightforward, determined and inclusive

Corporate Governance

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 Alternative Investment Market (“AIM”) Rules. The Board believes that the 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. The full s172 statement is available on pages 24 to 25 of our 2021 Annual Report.

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

Good Energy is a different kind of energy company, powering a cleaner, greener world. We make it simple to generate, share, store, use and travel by clean power. 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 ambition is to support one million homes and businesses cut carbon from their energy and transport use by 2025. Good Energy is well positioned to deliver long-term value for shareholders through the implementation of its strategy, focusing on:

  • Core supply business fairly priced, transparent, 100% renewable electricity operating efficiently and provides the ability to unlock future opportunities.
  • Decentralised energy services to help households and businesses generate, store and consume clean power being the trusted portal on how to go green.
  • Mobility make it easy to own, drive, fuel and pay for an electric vehicle. Good Energy continually reviews and aligns 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.
    Excellent progress has been made in pursuit of its strategic ambitions and the momentum we are building to deliver the energy market of the future.
    Read our strategic review on pages 18 to 20 of our 2021 Annual Report.
    Read more about our business model here
  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.

Read more about our stakeholder engagement on pages 24 and 25 of our 2021 Annual Report and in principle 10 below.

  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.

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

  • Which? magazine’s latest ranking of green energy suppliers saw us top the league table. The research from Which? rates energy companies on sustainability, awarding Good Energy the highest score and new Eco Provider badge.
  • 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 are the first energy company to be awarded the Good Housekeeping Institute’s new green accreditation after being verified as an “100% renewable electricity provider”. This is another way of showing people what we do is different.
  • 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, in which employees are key internal stakeholders within the business and developing its culture.

Read more about our employees on pages 48 to 51 of our 2021 Annual Report and more about our wider stakeholder engagement on pages 24 and 25 of our 2021 Annual Report.

  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 rapidly 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.

We believe the Company is well positioned to mitigate these principal risks currently facing the energy industry through a combination of our risk management processes, our control activity and the strategic direction we are pursuing.

Read more about our principal risks on pages 33 to 35 and more on risk management and controls in the Audit & Risk Committee Report on pages 91 to 93 of our 2021 Annual Report.

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

The Board currently comprises two Executive, the Chairman and four Non-Executive Directors as described on pages 76 to 79. 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 of the Board are set out on page 82 our 2021 Annual Report.

The Board meets at least four times a year. Given the attempted take-over bid and requisitioned general meeting, more frequent board discussions and ad hoc meetings were necessary in 2021. For Board meetings, the management team submit reports for consideration and the Board has a formal schedule of matters reserved to it. The Board have access to the company secretarial team and are able to take independent advice in the furtherance of duties if necessary.

The Nomination & Remuneration Committee discusses 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. 2021 was an exceptional year due to the hostile take-over attempt and the requisitioned general meeting and Non-Executive Directors therefore spent additional time during the year with Good Energy.

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, Chief Financial Officer and four Non-Executive Directors, three of whom the Board considers to be independent. Juliet Davenport is not deemed to be independent by virtue of her previous CEO role. The Board considers that the Non-Executive Directors as a unit play an important role in ensuring that no individual or group dominates the Board’s decision making.
  • The Board is satisfied that it currently has a sufficient range of relevant experience, skills and capabilities to be able to discharge its responsibilities.
  • The Board has constituted two Committees: Audit & Risk and Nomination & Remuneration. Both Committees comprise only independent Non-Executive Directors.
  • Juliet Davenport has a substantial shareholding in the Company, in aggregate representing approximately 3.7% of the issued capital. All current Directors hold shares in the Company although the Company does not require them to do so.
  • 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. 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 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 on page 84 of our 2021 Annual Report.

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 strategic direction. In 2021 Nigel Pocklington was appointed CEO, bringing strong commercial, digital, and operational track record spanning over 25 years. Nigel is also a Non-Executive Director for Kin + Carta, a global digital transformation business focused on helping make the journey to becoming a digital business tangible, sustainable and profitable, where he chairs the Remuneration Committee and is a member of the Audit and Nomination Committees. The Nomination & Remuneration Committee also works to ensure the right balance of skills, knowledge and capabilities on the Board. 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.

The Board continues to have 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.

Read more about the Board of Directors on pages 76 to 79 of our 2021 Annual Report. Read more about the Nomination & Remuneration Committee on pages 95 and 96 of our 2021 Annual Report.

  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. The process is described in more detail on page 89 of our 2021 Annual Report.

  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’s purpose is to power a cleaner, greener world, and its core values, to be fair, straightforward, determined and inclusive, underpin our culture. Treating employees, shareholders, customers, suppliers and all our stakeholders in a way that reflects our culture is important to us, and the Board endeavours to ensure that the Group’s policies, which are implemented and communicated to the relevant stakeholders, internally and externally, reflect our values. Treating customers fairly is key to the success of the Group, and we are committed to acting ethically in all our business relationships, and expect the same high standards from our suppliers and other business partners. Our Modern Slavery Act statement can be viewed here

In 2021 Good Energy updated it’s ‘Guiding Principles’ to the Code of Good Conduct. The Code of Good Conduct reflects the Board’s duties under the Companies Act 2006, s172. This ensures everyone has clarity on standards of conduct and managing potential risks within the business in line with our purpose and values. The Code of Good Conduct focuses on seven key themes: IT Security, Operating with Integrity, Whistleblowing, Valuing our People, Expenses, Information Governance and Procurement, and is refreshed at least annually as the Group continues to evolve the way in which it secures engagement from employees at all levels across the organisation.

Our Guiding Principles:

  • provides 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
  • reflects the environment in which the Company operates
  • mitigates risk
  • explains where our employees can get advice including where to access our company policies demonstrates the Group’s commitment to working with honesty, respect and transparency.

It is important to Good Energy that we have a fair, diverse and inclusive culture, and we operate on the principle that a workplace where people’s differences are valued creates a more productive and innovative organisation and will help us attract and retain employees to allow us to meet our strategic objectives. The Group’s employment policies follow best practice in terms of equal opportunities for all employees, irrespective of race, gender, nationality, sexual orientation, disability, marital status, religion or age. Good Energy encourages where possible, the employment of people with disabilities and giving fair consideration to disabled applicants having due regard for their skills and abilities. Should a colleague become disabled during employment with Good Energy, efforts are made to continue employment with any additional support and training identified and undertaken. Flexible working requests are available to everyone.

To help us ensure that ethical values and behaviours are recognised and respected, we have nominated Inclusion Champions across the workforce to help us deliver on our Diversity and Inclusion plan to enhance our commitment to a diverse workplace.

You can read more about diversity and inclusion on page 49 of our 2021 Annual Report. Our section 172 statement is available on pages 24 to 25 of our 2021 Annual Report. Our gender pay gap report is here

  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 Nomination & Remuneration Committee and an Audit & Risk Committee to support effective governance and decision-making.

The key areas for focus for the Committees are listed on page 85 of our 2021 Annual Report. The Board continuously monitors the effectiveness of its governance structures, enabling them to evolve over time to support Good Energy’s growth and development.

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

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 and one to one meetings. The Board actively encourages shareholder participation at its Annual General Meeting and general meetings. Since 2020, Good Energy have used the Investor Meet Company platform enabling all shareholders to interact with the CEO and CFO at key financial events.

Good Energy’s Investor Relations team supports effective communications with shareholders and other investors and can be contacted at: investor.relations@goodenergy.co.uk. In addition, there is a dedicated group website and option to sign up to investor related alerts.

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 are described in our section 172 statement on pages 24 to 25 of our 2021 Annual Report.

Last updated: 28 April 2022