For the year ended 31 December 2022, the Group has voluntarily applied the Wates Corporate Governance Principles for Large Private Companies. The Directors have set out below an explanation of how the Wates Principles have been applied during the 2022 year. 1. Purpose and leadership The Group’s purpose is to be the UK’s leading logistics specialist in e-fulfilment, parcels and mail. The Whistl group comprises market- leading businesses providing efficient, high-quality, and competitively priced services and support for businesses, large or small, across a range of sectors with can-do people working efficiently to deliver exceptional services to all our customers. 2. Board Composition Whistl Consolidated Limited, the ultimate parent and controlling party is led and controlled by the Board of Management, which is collectively responsible for the long-term success of the Group and the endorsement and application of corporate governance. executives, and three non-executives. The executives and non-executives are not currently subject to retirement by rotation and there is no plan to implement such a regime. The Board of Management always aims to keep an appropriate balance of Board of Management expertise and length of director tenure and recognises that tenure must be considered when examining the independent status of non-executive directors. The Board of Management is currently comprised of four
Board of Management sub-committees The Board of Management is
The Board of Management’s agenda also covers: • Planning and monitoring Group strategy • Financial and operational risk management • Financial reporting, tax and treasury matters • Performance of key management personnel and the Executive Board • Management of shareholders and investors The Board of Management operates robust procedures to ensure all decisions are made objectively: • Board of Management meetings take place on a monthly basis • Conflicts of interest are declared openly and in advance and are managed respectfully • The Board of Management receives a report from the Executive Chairman and Chief Financial Officer as well as reports from its various committees and the Executive Board Board of Management and the Executive Board on specific topics, creating a close connection between the Board of Management and the rest of the business • In the period between Board of Management and Executive Board meetings, all Directors receive email updates on significant matters arising. This may result in discussion by conference call between Board of Management meetings. • Members of the senior management team make presentations to both the
supported by three sub-committees - an Audit Committee, Remuneration Committee and an Executive Board. Each committee has terms of reference which are reviewed and revised where necessary. The Executive Board operates from Whistl Group Holdings Limited, comprising of experienced management and operational teams with deep understanding of the Group’s operations. Our approach to corporate governance is to instil it throughout the business, with the Board of Management taking collective responsibility for the overall management and leadership of the business, together with individuals and teams, taking ownership and being empowered to take appropriate decisions while reporting into the Executive Board, which in turn, reports into the Board of Management. The Board of Management acknowledges its accountability in the performance and success of the business to its shareholders.
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Whistl Annual Report 2022
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