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 that 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 has implemented a number of governance enhancements through the period, as more particularly described in this section, and expects to make further progress over the coming year.

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

Good Energy’s strategy is described within the Strategic Report in our 2017 Annual Report and Accounts, supplemented by the 2017 Full Year Results presentation. Further details are set out in the 2018 AGM Statement and Trading Update, supplemented by the 2018 AGM Presentation. Good Energy’s most recent update on its strategy and performance in delivering against it is set out in our 2018 Interim Results and 2018 Interims presentation. These materials are available on Good Energy’s website: goodenergygroup.co.uk.

Good Energy is well positioned to deliver long-term value for shareholders through the implementation of our strategy, focusing on:

  • Customers - putting the customers at the heart of everything that we do and striving to make clean energy the natural choice
  • Technology – leveraging technology for the benefit of our customers, driving engagement and growth by putting customers in control of their energy usage
  • People – 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

Following a period of transition, we have aligned our business model to better enable delivery of our strategic ambitions and engaged our people through a series of briefings and local meetings tailored to the internal audiences.

2. 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 is focussed on promoting long-term, sustainable value to these investors through delivery of our strategy.

Good Energy provides shareholders and other stakeholders with relevant information in a timely and balanced manner and meets with its largest shareholders regularly 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.

The Board focuses on promoting the success of the company for the benefit of all members, taking into account views expressed by shareholders where appropriate and consistent with that overriding objective.

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

Good Energy is a different kind of energy company, powering the choice of a cleaner, greener future together. Guided by our principles and values, we have 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. We source all our electricity from certified renewables like 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.

We continue to prove that the “other way” is better. 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: goodenergy.co.uk.

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, the environment and the local communities in which Good Energy operates in its decision-making.

As a mission-led business, we aspire to be as transparent as possible about our activities. Our 2017 Progress Report describes what we’ve been doing over the last year, and reflects on our progress towards achieving our purpose. Over the last year we’ve launched a tariff specifically for people who drive electric vehicles and we’ve started working with some amazing businesses like Neal’s Yard Remedies and Lick the Spoon. We’re pioneering local energy models through our pilot project Smart Fintry and our peer-to-peer trading platform “Selectricity” connects local business consumers with local renewable generators./p>

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

Good Energy recognises that effective 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 are described in the Strategic Report within our 2017 Annual Report and Accounts.

While the risks are typical of the risks faced by other energy suppliers, we believe the Company is well positioned to mitigate through a combination of our risk management processes, our control activity and our evolving strategic direction.

Further information on risk management and controls are described in the Audit & Risk Committee Report within our 2017 Annual Report and Accounts.

5. Maintain the board as a well-functioning, balanced team led by the chair

The roles and responsibilities of the Board and Executive are clearly defined and regularly reviewed. Details of current roles and responsibilities are set out in the tables below.

Further information on the operations of the Board and its committees is set out in the Directors’ & Governance Report within the 2017 Annual Report and Accounts.

The Board

Role of the Board

  • Setting Group strategy and objectives in collaboration with the Executive
  • Providing leadership, knowledge and experience to support and guide the Executive
  • Engaging with shareholders
  • Overseeing and monitoring business performance, internal controls, governance and risk management
  • Oversight of principal risks – competitive position, political risk, programme delivery

Chairman

John Maltby

  • Effective running of the Board and its committees in accordance with the principles of good corporate governance
  • Setting the Board agenda
  • Managing the Board to ensure adequate time for discussion of all agenda items
  • Ensuring the Board receives accurate, timely and clear information

Other non-executive directors

  • Providing skills and external experience to support the Chairman and the Executive

Chief Executive

Juliet Davenport

  • Overseeing the day-to-day operation of the Group’s business
  • Developing and implementing the Group’s strategy as approved by the Board
  • Establishing and maintaining formal and appropriate delegations of authority
  • Maintaining a close working relationship with the Chairman

Other executive directors

  • Providing management and operational insight to support the Board’s discussions and decision making

Company Secretary

Stephen Rosser

  • Overseeing the design, suitability and effectiveness of the Group’s governance arrangements and supporting implementation across the Group
  • Acting as Secretary to the Board and its committees, ensuring compliance with Board procedures and corporate governance requirements
  • Providing governance, advisory and administrative support to the Board, all Directors and the Executive
  • Supporting the Nominations & Remuneration Committee with Board Composition, succession planning, directors’ induction and ongoing training requirements

Other information:

  • The roles of Chairman and Chief Executive have always been split with the Chairman acting in a non-executive capacity.
  • The Chief Executive is accountable to the Board for the operating and financial performance of the businesses.
  • The Board is responsible for setting strategy and medium term plans, approving the appointment of senior staff, setting remuneration and devising incentive programmes, agreeing financial and accounting policies and ensuring that the shareholders are properly informed about the state of the businesses.
  • The Board comprises the Chairman, Chief Executive and three non-executive directors, each of whom the Board considers to be independent.
  • The Board currently has a sufficient range of relevant operational and financial experience to be able to discharge its responsibilities without the formality of all of the individual committees envisaged by the Code.
  • The Board has constituted three Committees: Audit & Risk, Nominations & Remuneration and Funding & Investment. With the exception of the Funding & Investment Committee, all committees comprise only non-executive directors.
  • The Board takes external advice as appropriate.
  • One of the Directors has a substantial shareholding in the Company, in aggregate representing approximately 3.8% of the issued capital.

6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The Board has an appropriate balance of skills and experience as well as an appropriate balance of personal qualities and capabilities. 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’s annual evaluation review process is described in more detail in the Directors’ & Governance Report within the 2017 Annual Report, together with details of changes made to the composition of the Board and its Committees to support to ensure the right balance of complementary skills and capabilities for the next phase of Good Energy’s growth.

Since publishing our Annual Report, the Board was delighted to announce the appointment of Mr William (Will) Whitehorn as Deputy Chairman, a role which also encompasses the responsibilities of a senior independent director.

Further information about the Board, including biographies describing each director’s experience, are set out in the Governance sections of this website.

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

The Board conducts an annual evaluation process to drive its continuous improvement. The process is described in more detail in the Directors’ & Governance Report within our 2017 Annual Report and Accounts, together with the Board’s key areas of focus for the current year and progress made towards previous objectives.

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

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.

You can find more information in our 2017 Progress Report and within the Strategic Report, Directors’ & Governance Report and Nominations & Remuneration Committee Report within our 2017 Annual Report & Accounts.

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, colour, 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.

You can also find more information about our performance on gender pay and our approach to modern slavery on the relevant pages of this website.

We completed a group-wide upgrade of our control environment in 2015, introducing our code of conduct, a ‘Guiding Principles’ approach that is appropriate for a fast-growing business. This ensures everyone who works at Good Energy reflects our ethos and values when working together.

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, and
  • explain where our employees can get advice.

The Guiding Principles demonstrate our commitment to working with honesty, respect, transparency and integrity. They also include policies relating to, amongst other things, customer service, data handling, health & safety, approvals & authorities, procurement, and corporate responsibility.

The Guiding Principles are refreshed annually and the Group continues to evolve the way in which it secures engagement from employees at all levels.

9. 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 three principal committees to support effective governance and decision-making:

The Board Committees

Nominations & Remuneration Committee Audit & Risk Management Committee Funding & Investment Committee
Board Composition Corporate Governance Funding strategy and execution
Succession planning Financial Reporting Overseeing capital and other significant investment decisions
Board nominations Internal Controls Overseeing corporate transactions
Remuneration policy Risk Management Investor relations strategy
Incentive design and target setting External auditor
Executive remuneration review Oversight of principal risks

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.

10. 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 and takes care to calibrate perspectives expressed by individual members in the context of Good Energy’s members as a whole. During 2017, Good Energy established an Investor Relations team to support effective communications with shareholders. Shareholders can contact the Investor Relations team on investor.relations@goodenergy.co.uk.

Principal communications with shareholders are conducted through the Annual and Interim Reports, AGM and interim RNS announcements on key business developments. Good Energy supplements its Annual and Interim Reports 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.

Last updated 28/09/2018