Our governance and oversight Our Board is fully committed to ethical business practices, and we are determined to meet our responsibilities to our stakeholders to seek and achieve ongoing improvements in the governance standards that we apply globally across the business. Our ownership structure BMT Group Ltd is the parent company of the group of entities whose ownership is held by the BMT Employee Benefit Trust (EBT). It is a private company limited by guarantee without any share capital. Voting control and legal ownership rests with the EBT Trustees and beneficial ownership rests with current and certain former employees. Corporate Governance Arrangements Our corporate governance structure and practices are outlined in our Corporate Governance Model. The model ensures that we have appropriate and effective governance policies and processes for our business size and purpose; implemented throughout the group under the supervision of senior management. The Global Delegations Matrix (GDM) establishes authority across BMT, making it clear to every employee who is empowered to make key business decisions. We are governed by a Board of Directors with day-to-day management and operations delegated to the Chief Executive Officer and Executive Committee. Who governs BMT? Having an effective Board supports the business in achieving our growth ambitions and being future-ready. The Executive Committee has responsibility for the day-to-day operations of the business, and for developing strategy for the Board’s input and approval. The Board comprises a Non-Executive Chair, Non-Executive Directors, Executive Directors and an Employee Director. The Board is ultimately responsible for our performance and long-term success, covering health and safety, values, standards, controls, and risk management. The Board of Directors ensure that we have the right governance structures, policies and processes that will support the business in addressing our purpose and meeting our growth ambition. We regularly assess the effectiveness of our Board to identify any areas for improvement and to make certain we are well equipped for future success. Regular evaluation is an important aspect of governance, and reflects best practice in terms of promoting transparency and accountability. The Board operates through two governance committees: the Audit Committee and the Remuneration Committee. The Remuneration Committee consists entirely of nonexecutive directors; a blend of non-executive directors and executive directors form the Audit Committee. The Board delegates specific responsibilities to these Committees and their duties and responsibilities are outlined in their respective Terms of Reference. The recently formed Executive Leadership Team (ELT) consisting of the Executive Committee, Sustainability Director, Global Strategy, Planning and Corporate Development Director and Regional Business Directors (RBDs), is important for the future success of BMT across our regions. The ELT meet regularly to plan and deliver on strategies and initiatives. How did we engage with our employees? As part of BMT’s commitment to valuing the voices of employees, we appointed an Employee Director to the Board in October 2022. This appointment recognises the importance of including employees’ views in discussions of strategy and governance of the business as well as our values and the emphasis we place on employee engagement. The Employee Director is a full member of the Board and serves as a vital link between employees and the Board. The Employee Director is encouraged to raise any relevant issues and share insights on the performance of the Board’s role and responsibilities as well as fostering an open dialogue between employees and the Board. The Employee Engagement Group (EEG) has evolved into a regional model in line with the company structure in order to better serve our employees. We engage with our employees through a variety of forums. Most importantly the Employee Engagement Group who hold regular meetings and provide feedback directly to the Senior Leadership Team (SLT). Engagement also occurs through regular employee surveys with action updates locally and corporately. The CEO provides regular updates in virtual all-employee meetings and Regional Business Directors also hold regular Town Hall Meetings. In addition to that, line managers brief their teams directly about relevant issues on a monthly basis. How did employees influence the running of the company? Elected representatives for each area of BMT are in ongoing contact with employees and come together as an EEG to consolidate and represent employees’ views. They regularly meet with local SLTs, the Executive Committee, the Board and the Trustees. This two-way dialogue has direct impact on decision making. Recent examples include an early careers remuneration study, and revised flexible working policies. In addition, we also have networks across our Communities of Interest and spokespeople for those communities influence current and future strategies, policies and events. How do we integrate stakeholder and environmental impact into our decision-making processes? Aligned to section 172 of the UK Companies Act 2006, we ensure that our decision-making considers the needs of our wider stakeholders, as well as the impact on employees, customers, suppliers, communities and the environment. This is enabled by our sustainability strategy, which focuses on materiality — the process of identifying and prioritising the most important environmental, social, and governance (ESG) issues for our business and stakeholders. To identify these issues, we use surveys, risk assessments, and feedback from our stakeholders. We consider both financial materiality (how ESG issues affect our business) and impact materiality (how our actions affect the environment and society). For 2023/24, the five key topics driving our sustainability strategy are: • Our purpose • United Nations Sustainable Development Goals • Net Zero (Science-based targets) • Climate opportunity, risk, and resilience • Ethics These topics help us manage risks, seize opportunities, and create a positive impact on society and the environment. We use best practices from across industries to evaluate the risks and opportunities of each topic. For example, to address climate opportunity, risk and resilience, we assess the risks from climate change and regulations, as well as opportunities in energy transition and low-carbon solutions. This helps us stay proactive and ready for future challenges. As part of our climate strategy, we are committed to achieving net zero emissions (p.38). This helps us address climate risks, align with global efforts, reduce costs, and adapt to future business needs. We are always working to improve our sustainability practices and align with best practices, ensuring we address the most important issues for our stakeholders and the long-term success of our business. How did we promote the health and wellbeing of employees? The wellbeing of employees is paramount and central to our culture. The Health and Safety Management Policy covers the safety of employees and contractors while they carry out their roles. We also actively promote employees’ general health and welfare through several initiatives and measures. These include access to: • private medical insurance; • a wellbeing cash plan that provides assistance with day-to-day health costs such as towards a gym membership; • help with purchase of a bicycle to cycle to work; • a comprehensive Employee Assistance Programme in each jurisdiction and access to further assistance with mental health professionals. • Internally, managers meet on a monthly basis with employees to talk about their wellbeing; • an electric vehicle scheme; • advice on financial, mental and physical wellbeing; and • targeted line manager training on increasing employee engagement and providing psychological safety. In addition, we have regular wellbeing briefings and a number of action and education programmes, which are housed on our employee intranet ‘NAVIGATOR’ BMT Group Ltd | Review of performance 23-24 38 39
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