The Directors recognise the importance of sound corporate governance. The Company is a member of the Quoted Companies Alliance (QCA) and has adopted its Corporate Governance Code.
With respect to following the principles of the QCA Code the table below signposts where to look.
The Chairman's statement on Corporate Governance can be read in the annual report for the period to 30 September 2023 and can be read here.
The board comprises of five directors, three Non-Executive Directors (NEDs) who are all considered independent and two Executive directors. We are cognisant of the time served by the Chair and have the evolvement of the Board under review.
The Group’s future success over the long term is dependent upon it living up to its high ethical values and demonstrating exemplary behaviours. The Board has a mix of skills, backgrounds, experience and knowledge to help achieve this.
The business operates with 3 core values of being trusted, open and passionate and challenges its senior management team of key influencers to consider the values in the decisions they make and actions they take.
The Board and the senior management team work to ensure that the mission statement, in which the customer is at the heart of everything the Group tries to do, is delivered.
As a FCA authorised business, the Group must adhere to the Senior Managers and Certification regime. This sets out nine key responsibilities and four conduct rules for senior managers and five conduct rules for all staff. The Board is satisfied that the culture of the business is to undertake all activities in line with the conduct rules and Consumer Duty.
Living the values, obeying the FCA conduct rules and delivering the mission statement is integral to the consistent communications of what is expected, delivered through a weekly newsletter and face to face by Regional Managers, Area Managers, Internal Auditors and Department Heads.
The Board have all spent time in stores and head office speaking with employees for an informal view of the business from the ground up. This gives them the ability to constructively challenge strategy and scrutinise performance.
Complaint and compliment statistics are used to monitor customer service levels.
All feedback received from staff and customers is used to test the policies and procedures to ensure they remain fit for purpose and that the business continues to evolve.
Executive Directors
Peter Edward Kenyon (58), Chief Executive Officer
Peter joined Ramsdens in November 2001 as Operations Director and was appointed Chief Executive Officer in January 2008. Peter led the MBO in 2014 and has been responsible for over 25 acquisitions for the Group. He is responsible for overseeing all operations of the business and for implementing the Group's strategy. Prior to joining Ramsdens, Peter's early career was with Yorkshire Bank for 17 years. He is the current President of the National Pawnbrokers Association and became a director of the Company at the time of the MBO in September 2014.
External appointments - Peter is a director of The National Pawnbrokers Association.
Martin Anthony Clyburn (42), Chief Finance Officer
Martin joined Ramsdens in 2009 and is a Chartered Accountant having previously qualified with respected North East firm, Keith Robinson & Co. Martin joined the board of the Company as Chief Financial Officer in August 2016. Martin is responsible for the Finance, IT and Compliance & Risk functions within the Group. Martin lectured part time at the University of Teesside from 2006 - 2012. Martin holds a degree in MORSE from Warwick University.
External appointments - None.
Non-Executive Directors
Andrew David Meehan (68), Non-Executive Chairman
Andy is a highly experienced retail executive with over 30 years’ experience including CEO and CFO in roles at the Co-Operative Retail Services, Storehouse plc and Sears plc. Since 2006, he has held a number of chairmanships and Non-Executive positions in several retail and consumer product businesses including Fortnum and Mason, GHD Group and American Golf. Andy is a Chartered Accountant and holds a degree in Politics and Economics from Oxford University and has been Chairman of the Company since September 2014.
Andy is chairman of NEF Holdings Ltd, Shaw Education Trust and Wessex Children’s Hospice Trust. He is a Director of Lanthorne Ltd, and Cheviot Court (Luxborough Street) Ltd.
Simon Edward Herrick (60), Non-Executive Director
Simon joined the board of the Company on 1 January 2017. Simon has significant experience in senior executive roles including positions as CFO of Debenhams plc, Northern Foods plc, Darty plc and PA Consulting Limited and CEO of Northern Foods plc. Since leaving Debenhams, Simon has undertaken consultancy work in a number of sectors and has a portfolio of Non-Executive Director roles. Simon is a Fellow of the Institute of Chartered Accountants in England and Wales and holds an MBA from Durham University.
External appointments – Simon is Interim Chair at Christie Group plc, Head of the Audit Committee at Biome Technology plc, and a director of Herrick Inc Ltd and Sports Punk Ltd.
Karen Ingham (59), Non-Executive Director
Karen joined the board of the Company on 1 November 2022. Karen has extensive experience across several leading consumer-facing and financial services businesses as well as a proven track record in developing and improving brands’ customer experience to support their profitable growth. Karen retired from the position of Vice President at Expedia Group in commercial sales and support, the online travel and shopping company in March 2023.
External appointments - Karen is a Director of Manhealth CIC.
The Chairman’s role is to independently lead the Board and constructively challenge management on delivering the Board’s strategy. The Chief Executive’s role is to implement the strategy of the Board by ensuring it operates effectively and efficiently with the required financial and human resources.
The Board is responsible for reviewing, formulating and approving the Group's strategy, budgets and corporate actions and oversee the Group's progress towards its goals.
This is formally documented in a schedule of matters reserved for board approval and include;
- Strategy and Business Plans, including annual budget, new stores and acquisitions
- Structure and Capital including dividends
- Financial reporting and controls
- Internal controls on risk management and policies which includes a review of the Group's reputation as an employer, retailer and community stakeholder
- Setting the terms of reference for the Audit & Risk, Remuneration and Nominations Committees
- Significant contracts and expenditure
- Communication with shareholders
- Remuneration and employment benefits
- Changes to the board comparison
Each member of the Board undertakes annually a structured questionnaire style review of the effectiveness of the Board, as a collective and the contribution by each Director.
This review encompasses a review of how effective the Board is in relation to;
- Setting out the vision and strategy
- Managing and communicating risk and implementing internal control
- Articulating the strategy through corporate communications and investor relations
- Meeting the needs and objectives of our shareholders
- The cost effectiveness of the governance structure of the Group
- Having appropriate board structure and processes including information flow and support for the board
- The Board being responsible and accountable
- The Board having a good balance regarding diversity of skills, capabilities and contribution, and
- The performance of the Board members
The Chairman then leads specific discussion on the results of the review and how the Board can develop its effectiveness. No major changes to the function and focus of the Board arose from this year's evaluation, however, the findings will be used as the basis of future discussions by the Board, and the Nomination Committee, when considering short and long term succession planning. The Chairman will continue to meet regularly with the Non-Executive Directors without the Executive Directors being present.
There are no plans to change the Board composition at this time, following the appointment of Karen Ingham and believes that it has the appropriate governance framework and internal controls for a FCA regulated business of its size.
Board Committees
The board has delegated specific responsibilities to the Audit & Risk, Remuneration and Nomination Committees. Each Committee has terms of reference setting out its duties, authority and reporting responsibilities. The terms of reference of each Committee are kept under review to ensure they remain appropriate and reflect any changes in legislation, regulation or best practice. Each committee comprises the three Non-Executive directors.
Audit and Risk Committee
The Audit and Risk Committee is responsible for ensuring that the financial performance of the Group is properly reported and reviewed. Its role includes monitoring the integrity of the financial statements (interim and annual accounts and results announcements), reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Group's internal controls and risk management systems.
The members of the Audit & Risk Committee are:
Simon Herrick (Chair)
Andrew Meehan
Karen Ingham
The main duties of the Audit and Risk Committee are set out in its terms of reference (click here to read).
Nomination Committee Report
The Nomination Committee is primarily responsible for:
- Identifying and nominating individuals to fill Board vacancies;
- Evaluating the structure and composition of the Board with regards the balance of skills, knowledge, experience and making recommendations accordingly;
- Drafting the job descriptions of all Board members;
- Reviewing the time requirements of the Non-Executive Directors
- Giving full consideration to succession planning
- Reviewing the leadership of the Group
The members of the Nominations Committee are:
Andrew Meehan (Chair)
Simon Herrick
Karen Ingham
The main duties of the Nominations Committee are set out in its terms of reference (click here to read).
Remuneration Committee
The Remuneration Committee is primarily responsible for reviewing all senior executive appointments and determining the Group's policy in respect of terms of employment including remuneration packages of Executive Directors. The Committee will meet at least twice a year and at other times as the Chairman sees fit.
The members of the Remuneration Committee are:
Simon Herrick (Chair)
Andrew Meehan
Karen Ingham
Our remuneration is to:
- Include a competitive mix of base salary, pension, annual bonus and long term incentives, with an appropriate proportion of the package determined by stretching targets linked to the Group's performance;
- Promote the long-term success of the Group in line with our strategy; and
- Provide appropriate alignment between the interests of shareholders and executives including minimum shareholdings.
The main duties of the Remuneration Committee are set out in its terms of reference (click here to read).
Date on which this information was last reviewed: 10th April 2024