The Essentra Board is accountable to all the Company's stakeholders, as well as shareholders, for the standards of governance which are maintained across Essentra’s international business.
The Board can confirm that during 2022, it has applied all Principles and complied with the all Provisions as set out in the 2018 UK Corporate Governance Code, other than in relation Provision 38 of the Code on pension contribution rates. However, following the appointment of Scott Fawcett as Chief Executive, who receives the same pension contribution as other members of the workforce, from 1 January 2023, the Company is in full compliance with all provisions of the Code.
During the year, Essentra was and continues to be subject to the UK Corporate Governance Code (“the Code”) 2018 published by the Financial Reporting Council (“FRC”), a copy of which can be found on its website www.frc.org.uk.
The Company applies the Code’s principles of openness, integrity and accountability through its own behaviour, corporate governance best practice and by adopting, as appropriate and proportionate for a company of the size and nature of Essentra, recommendations of relevant professional bodies.
The Board is collectively responsible for the long-term success of the Company, and its role is to provide entrepreneurial leadership within a framework of prudent and effective controls, which enables risk to be assessed and managed in the pursuit of the Company’s strategic objectives.
The Board believes that it and its Committees have the appropriate composition to discharge their respective duties effectively with the appropriate level of challenge and level of independence, and that the members of the Board in conjunction with the senior executive teams are well equipped to drive, and are capable of delivering, the Company’s strategic objectives. The Board is of the view that it has a highly competent Chair who, together with each of the other Non-Executive Directors, has considerable international experience at a senior level in the management of activities broadly similar to those carried out by Essentra and the material issues likely to arise for the Company.
The Board of Directors is appointed by shareholders who are the owners of the Company. The Board’s primary role and responsibility is to provide effective and entrepreneurial leadership, to promote the long-term sustainable success of the Company and generate value for both shareholders and to ensure the Company contributes to wider society.
The Board achieves this through its annual cycle of meetings which ensure it considers a broad range of matters, including strategy planning sessions at which the Company’s purpose, values and the strategy itself are reviewed in detail. This is achieved with support from the Executive and the Board ensures it achieves its role in setting long term sustainable objectives, through the delegation of its authority to the Chief Executive Officer as well as Board committees and management. The Board has adopted a schedule of matters reserved for its decision which is available on the Essentra plc website.
Throughout the year, the Board meets with management, both formally and informally, to learn how individual strategies are formed and resourced, which provides the structure to regularly assess progress against agreed metrics, and supports the Board in fulfilling its role.
The formal framework used in conjunction with informal opportunities allows the Board to establish and monitor cultural and behavioural norms that form the basis for the success of the business. The Board, through their own engagement with employees, as well as the Chief Executive and his immediate team, also adopt behavioural norms and influence the culture of the business to ensure it is aligned with the strategy. The Board has primary responsibility for ensuring that cultural practices are reflected in the Company’s approach and that this is set out for the workforce through a series of policies and practices that are consistent with the Company’s values and norms. The Board supports this by a Right to Speak process, that encourages employees to report any concerns.
The Board listens to views from a variety of stakeholders to help it formulate an effective view on its strategy and this input is used to shape the strategy and timing of its delivery.
In addition to shareholder views, the Board listens to a broad range of other stakeholders and engages actively, whether as the Board or through management, to ensure stakeholder views are heard and acted upon as might be appropriate. Valuable feedback from stakeholders, such as customers, allows the Company to ensure it focuses its resources in the right way and is aligned to the long-term strategy.
The Board considers shareholder and other stakeholder views and the main trends and factors which will affect the long-term success and future viability of the Company – and how these and the Company’s Principal Risks, uncertainties and opportunities have been addressed.
The Board reviews the risks to achieving the Company’s long-term strategy on a regular basis and during 2022 continued to be supported in this by the Group Risk Committee and the Audit & Risk Committee. Going forward, in 2023, the Board will be supported by the Audit & Risk Committee and the GEC.
The Board takes the opportunity during the year to engage with employees on a range of subjects and the feedback from these sessions are fed back to the Board during meetings. The Board has continued to engage with employees directly through the continued Voice of the Employee initiative and provides employees with an opportunity to meet and discuss any concerns or observations directly with the appointed representatives. More information on the Voice of the Employee can be found on page 29 of the 2022 Annual Report.