This year we have implemented the significant changes introduced with the 2018 Code to ensure that strong and robust corporate governance is at the heart of everything we do. The effective stewardship and good governance of our Group remains a high priority for the board. I am delighted that this year we appointed LOUISE HARDY to the board.

John Dodds
Non-executive chairman

Dear shareholder

I am pleased to introduce, for the last time, the Group's corporate governance report on behalf of our board of directors ('the board'). As indicated in last year's annual report I will not be seeking reappointment at this year's AGM but am delighted that Kevin Whiteman, our senior independent director, has been appointed to take my place. I know that Kevin will continue to ensure that effective stewardship and good governance of our Group remains a high priority for the board.

This year we have implemented the significant changes introduced with the 2018 Code to ensure that strong and robust corporate governance is at the heart of everything we do, and we have appointed Louise Hardy to the board. This report will outline how the board has ensured that we have effective corporate governance in place to help support the creation of long-term value for our shareholders and stakeholders.

The Group is committed to business integrity, high ethical values and professionalism in all of the activities it undertakes.

Our corporate governance report explains how we manage the Group and comply with the provisions of the UK Corporate Governance Code ('the Code') and outlines how the board ensures that high standards of corporate governance are maintained.

Leadership and board composition

I am delighted that this year we appointed Louise Hardy to the board after the AGM in September 2019. This year we have refreshed our succession planning and are currently reviewing our approach to workforce engagement and culture. As a result, we have not chosen any of the designated workforce engagement models but are defining our own model based on consultation and an analysis of its results.

Board evaluation

During the year, an internal board evaluation was undertaken by Kevin Whiteman, the senior independent director. This included an evaluation of my own performance as well as that of the other directors and the board's committees. Overall, the evaluation was positive and further details can be found in the corporate governance report.

Audit, risk and internal control

The board has confirmed that this annual report is fair, balanced and understandable. The audit committee, supported by management, has adopted a process to enable the board to take this view. You can find an explanation of the process we have used to make this determination in the audit committee report.

The board delegates certain of its responsibilities to the board committees to enable it to carry out its functions effectively. A diagram of the board governance structure is set out in the Corporate governance report.

Remuneration

Our executive director remuneration arrangements are intended to support the achievement of the Group's objectives and strategy. With the support of the remuneration committee's oversight, we continue to believe that the current remuneration packages help to appropriately incentivise management to sustain long-term value for shareholders.

Our remuneration policy was last approved at the AGM in September 2017 and has been updated this year and will be tabled for approval at our AGM in September 2020. Our remuneration policy, a summary of how we intend to operate that policy in 2021, and a review of the remuneration committee's activities, together with bonus and PSP performance in 2020, can be found in the remuneration report.

Talent and diversity

The board is mindful of diversity and we believe that a diverse company (in all regards, not just gender) provides a balanced and effective organisation. During the year, we published our third gender pay gap report, which showed that the gap is getting smaller and we have widened our disclosure this year on gender balance to include the tier below our executive committee. We are confident that our gender pay gap does not stem from paying men and women differently for the same or equivalent work. We are mindful though that the sector in which we operate is male dominated and we have set up initiatives to attract more women to the business.

Relations with shareholders

The board and I recognise the responsibility we have to a range of stakeholders including customers, employees, subcontractors and suppliers and the environment and communities in which we operate.

We have an open and effective dialogue with shareholders, with regular meetings being held with institutional shareholders. The AGM cannot be held this year in the usual way due to COVID-19 but will be held remotely on 3 September 2020 and I encourage all shareholders to vote via proxy for the resolutions.

John Dodds
Non-executive chairman

17 June 2020

UK Corporate Governance Code

This year the Company has complied fully with the requirements of the 2018 Code throughout the accounting period and to the date of this report.

Code principles

Board leadership and company purpose

Read more in the Corporate governance report

Division of responsibilities

Read more in the Corporate governance report

Composition, succession and evaluation

Read more in the Nominations committee report

Audit, risk and internal control

Read more in the Corporate governance report

Directors' remuneration report

Read more in the Directors' remuneration report