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 AIM Rules. 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. The Strategic Report describes Good Energy’s strategy in more detail.

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
  • 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 into 2018, 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.  

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.

  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, 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 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:

  • 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.

Establishing the right culture is an integral part of delivering Good Energy’s strategy. More information on this is out 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 mission-led business, we aspire to be as transparent as possible about our activities. Our Purpose Report describes what we’ve been doing to deliver our mission, and reflects on our progress towards achieving our purpose and can be found at: group.goodenergy.co.uk.

  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 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.

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 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 later in this Directors’ & Governance Report.

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

Will Whitehorn

  • 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

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 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.
  • At the end of the reporting period, the Board comprised 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.
  • 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. 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 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, 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.

During 2018, 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. Will’s appointment as non-executive director was approved by members at the 2019 AGM, with him succeeding to the role of Chairman after the AGM. Since the end of the period, the Board has also welcomed Nemone Wynn-Evans as independent non-executive director. Nemone will become the Chair of the Audit & Risk Committee following completion of her induction.

Further information about the Board, including biographies describing each director’s experience, are set out on pages 42-43 of the 2018 Annual Report & Accounts.

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. 

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 drive its continuous improvement. The process is described in more detail later in this Directors’ & Governance Report, together 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

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.

Further information is set out in our Purpose Report  and within the Strategic Report, Directors’ & Governance Report and Nominations & Remuneration Committee 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, 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.

More information about our performance on gender pay and our approach to modern slavery can be found on the relevant pages of the Company’s website.

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, 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 at least annually and the Group continues to evolve the way in which it secures engagement from employees at all levels.

  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 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.

  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 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 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.

Good Energy’s Investor Relations team supports effective communications with shareholders and other investors and can be contacted at: investor.relations@goodenergy.co.uk.

Good Energy also maintains active communication with other stakeholders, including:

Customers:

  • updating customers on Good Energy’s activities through our Purpose Report, 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 survey.

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 establish group of employee champions from across the business
  • encouraging information sharing and debate via our internal communications portal, Good Hub;
  • conducting semi-annual engagement surveys

Bondholders

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

Delivery partners

  • 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; and
  • continuing our engagement with communities hosting Good Energy’s renewable generation assets

Policy-makers and regulators

  • maintaining a constructive dialogue with policy-makers 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
  • targeted participation in industry groups aligned to Good Energy’s purpose, values and strategy.
  • Last updated 18/06/2019