Good Governance Reflected In Our Core Values

Fair, straightforward, determined and inclusive

Corporate Governance

Good Energy recognises the importance of robust corporate governance practices and places good governance at the heart of the business. Although the Company is not required to comply with the UK Corporate Governance Code (the Code) since it is AIM listed, the Board recognises the Code as a benchmark for best practice and applies the principles of the Code as the Board considers appropriate to the circumstances of the Company, its size and nature.

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.

You can find more information about corporate governance at Good Energy in our 2017 Annual Report.

In addition to the Code, the Board recognises the provisions of the Corporate Governance Guidelines for Smaller Quoted Companies as published by the Quoted Companies Alliance.

Key aspects of our corporate governance framework are as follows:

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
  • Shareholder engagement
  • 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.
  • Assisting the Nominations & Remuneration Committee with plans for Directors’ induction and ongoing training.

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 acquisitions and disposals
Remuneration policy Risk Management Investor relations strategy
Incentive design and target setting External auditor
Executive remuneration review Oversight of principal risks

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, Chief Finance Officer 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.

Any deviations from the Code are permitted in the Code’s exceptions for companies which are not listed on the London Stock Exchange. In Good Energy’s case, the principal deviations are:

  • One of the Directors has a substantial shareholding in the Company, in aggregate representing approximately 3.8% of the issued capital.
  • The detailed proceedings of Board Meetings in relation to their deliberations on remuneration, auditing and other subjects nominated by the Code are not disclosed in the Company’s Report and Accounts.