Strategic Report
Governance Report
Financial Statements
Company Financial Statements
Board overview continued
UK Corporate Governance Code Compliance Statement During the financial year ending 30 June 2025, the Group followed the 2018 UK Corporate Governance Code (“the Code”). This report, together with the Report of the Directors and the Strategic report, describes how the Group has applied the principles and complied with the provisions of the Code, or sets out explanations of where the Group is not complying with the Code. A copy of the Code can be found on the Financial Reporting Council’s website at www.frc.org.uk. The Group confirms that it commenced following the updated 2024 UK Corporate Governance Code for our accounting period which began on 1 July 2025. Implementation of the Code
Departures from the Code – explanations Board evaluation The UK Corporate Governance Code (“The Code”) recommends that there should be a formal and rigorous annual review of the performance of the Board, its committees, the Chair and individual Directors, and that the Chair should consider commissioning a regular externally facilitated Board performance review. The Company has established an internal performance review process in respect of this requirement. Previously, the Company did not consider that an externally facilitated review would provide significant incremental value over and above the Company’s internal evaluation process. In the light of the Company moving to the Main Market of the LSE, however, the Board will reassess the merits of an externally facilitated review of the Board’s performance. Post-Employment Shareholding Policy
The Board delegates the day-to- day management of the Group to the CEO, who is supported by an Executive Committee. As well as having operational oversight of the Group’s day-to-day activities, the Executive Committee focuses on the formation and implementation of the Group’s strategy and makes decisions that are not otherwise reserved for the Board. The Executive Committee meets on a weekly basis with additional ad hoc meetings as required. The Group’s Board and Committee structure is detailed on pages 69 to 70, together with the biographies of Board and Committee members on pages 61 to 62. The roles and responsibilities of each of the Committees, and the activities carried out during the year, are set out in the reports of the respective Committee Chairs. The Company Secretary also plays a role in ensuring that Board procedures are complied with, and applicable rules are followed. The Board, on the recommendation of the Nomination Committee, considers that all the Non-Executive Directors are independent. While it can vary through the year, typically, the Company would expect each Non- Executive Director to devote around two days per month to the Group’s business. All Board members are required to disclose any external positions or interests that might conflict with their directorship of Brooks Macdonald, prior to their appointment and, thereafter, on a continuous basis so that any potential conflict can be properly assessed. No conflicts of interest have arisen during the year, however if any conflicts of interest do arise, then they generally can be managed by due process.
Section of the Code
How Brooks Macdonald have applied the Code
Board leadership and company purpose
The Board seeks to promote the long-term sustainable success of the Company, setting out the Company’s purpose, values and strategy and ensuring that these and the Company’s culture are aligned. The Group Board, led by the Chair, sits at the top of the Company’s governance framework. The Board and its Committees have clearly defined roles, with the list of matters reserved for the Board and the Committees’ terms of reference being available on the Company’s website. The majority of the Board are independent Non-Executive Directors. The Nomination Committee oversees formal procedures both to evaluate the Board and to ensure its composition provides an appropriate balance of skills and experience. It also considers succession planning within the Group. The Company seeks to promote diversity at both Board and senior management level. The Board and its Committees oversee procedures and processes by which the Company manages the risks it is willing to take in order to achieve its long-term objectives. This includes ensuring the independence and effectiveness of the internal and external audit functions and monitoring the integrity of the Company’s financial statements and formal announcements. The Board and the Remuneration Committee develop and oversee policies and practices that are designed to promote the Company’s strategy and its long-term success, and to align the interests of senior management with those of the Company’s shareholders.
Division of responsibilities
Composition, succession and evaluation
The Code provides that Remuneration schemes should promote long-term
shareholdings by executive directors which support alignment with long-term shareholder interests. Share awards granted for this purpose should be released for sale on a phased basis and be subject to a total vesting and holding period of five years or more. The Code also states that companies should develop a formal policy for post-employment shareholding requirements encompassing both unvested and vested shares. Previously, the Company did not feel such a post-employment shareholding policy was appropriate. Following the Company’s move to the Main Market of the LSE, however, the Company will be presenting an amended Directors’ Remuneration Policy to shareholders for approval at the 2025 AGM. This revised policy will include a post- employment shareholding policy.
Audit, risk and internal control
Remuneration
Brooks Macdonald Group plc Annual Report and Accounts 2025
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