Good Governance Reflected In Our Core Values

Fair, straightforward, determined and inclusive

Corporate Governance

Good Energy is committed to high standards ofcorporate governance and places good governanceat the heart of the business. In July 2018, the Boardof 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 aims to provide customers with the tools to achieve a zero-carbon footprint across electricity, transport and heat in both Business and Domestic settings. Good Energy continue to invest across the business as we develop our propositions and a range of innovation projects to drive future profit growth and support the journey to a zero carbon Britain.

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

  • Core supply and generation business is able to operate efficiently and provide the ability to unlock future opportunities
  • Energy as a service to help households and businesses generate, store and share clean power, using our deep green credentials and expertise in 100% renewable energy supply
  • Scaling through innovation to apply our customer centric model to transport, heat, solar, storage and demand side flexibility Good Energy continually reviews and aligns its business model to better enable delivery of itsstrategic 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. The Strategic Report describes the 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. Please see principle 10 for more details about the AGM and shareholder engagement.

  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’re 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 ofthe 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. More information on this is outlined in principle 8.

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 in the Strategic Report and at: group.goodenergy.co.uk.

As a purpose-led business, we aspire to be as transparent as possible about our activities. The Strategic Report describes what we’ve been doing to deliver our mission and reflects on our progress towards achieving our purpose.

  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 2020 Annual 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.

Further information on risk management and controls are described in the Audit & Risk Committee Report.

  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 overleaf.

The Board meets at least four times a year. 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 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, Chief Financial Officer and three Non-Executive Directors, each of whom the Board considers to be independent.
  • 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.
  • 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 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 strategic direction. The Nomination and Remuneration Committee also works to ensure the right balance of skills, knowledge and capabilities on the Board Further information about the Board, including biographies describing each Director’s experience, are 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.

  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 in the 2020 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 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

See Principle 3 and further information in the Strategic and Purpose Report and the Nomination & Remuneration Report in the 2020 Annual Report. 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.

In 2020, Good Energy introduced a Diversity and Inclusion working group to enhance the Company’s commitment to a diverse workplace beyond gender. Find out more about Diversity and Inclusion, gender pay and our approach to modern slavery in the 2020 Annual Report.

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.
  • demonstrate the Group’s commitment to working with honesty, respect and transparency
  • Include policies relating to, amongst other things, customer service, data handling, health & safety, approvals & authorities, procurement, and corporate responsibility

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

In addition, in 2020 we launched an internal Governance Hub for our people. The hub contains all policies, information security, data protection and wider information management such as training material and FAQs. This enables collaboration between our people in an easy to access format.

  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 In the respective reports in the 2020 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.

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

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 as well as one to one meetings. 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 actively encourages shareholder participation at its Annual General Meeting and other general meetings from time to time. As such, in 2020 Good Energy introduced the Investor Meet Company platform enabling all shareholders to interact with the CEO and CFO at key financial events. 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 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, monthly company-wide briefings with Q&A;
  • 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 Intranet and communication forum Yammer; and
  • conducting regular 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 publicising externally; and
  • assisting community funds to support COVID-19 related projects;
  • 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
  • engagement with thinktanks and consumer groups who hold positions of policy influence in the energy sector; and
  • targeted participation in industry groups aligned to Good Energy’s purpose, values and strategy.

Last updated 27/04/2021