Introduction to Corporate governance
The Brooks Macdonald Board is committed to maintaining a strong governance framework to support our mission to protect and enhance our clients’ wealth. As such, the Board has responsibility for promoting the long-term strategy and success of the Group by providing leadership, shaping the Group’s culture, and agreeing the risk appetite and the appropriate systems of control for risk management. The Board is also focused on ensuring that the risk and compliance framework is appropriately embedded within the Group’s day-to-day activities. This year has seen the appointment of a new Chair, with the details of his appointment being found in the Nomination Committee report on pages 75 to 77. The existing members of the Board suggested the qualities and attributes they felt that the new Chair would need in order to improve the collective strength and balance of skills and experience of the Board. The recruitment process then focused on candidates with these qualities and this resulted in the appointment of Maarten Slendebroek as our new Chair. Then, in June, our CEO, Andrew Shepherd, announced that he would be retiring in September after spending 22 years with the Company. The Board had been greatly impressed with the contribution made by Andrea Montague during her first year as Chief Financial Officer and so, while other options were considered, it was an easy decision for the Nomination Committee to recommend her as Andrew’s successor.
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 regularly, with a mixture of formal and informal scheduled meetings, together with ad hoc meetings as required. The Group’s Board and Committee structure is detailed on pages 67 to 69, together with the biographies of Board and Committee members on pages 62 and 63. 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. If any conflicts of interest do arise, then they can generally be managed by due process. UK Corporate Governance Code Compliance Statement The Group follows 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 intends to follow the updated 2024 UK Corporate Governance when that version of the Code comes into effect for our accounting period beginning on 1 July 2025.
60 Brooks Macdonald Group plc Annual Report and Accounts 2024
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