Shaping the future - a review of performance for 2021

Who governs BMT? We are governed by our Board of Directors, who use their industry experience and business leadership to develop our vision and strategy. The Board of Directors comprises the Chief Executive, Chief Financial Officer and independent non-executive directors with relevant skills and experience who bring a fresh perspective and oversight to the business. Directors are expected to provide rigorous and constructive challenge on matters that are discussed at meetings. Please see our website for a full list of board members and their skills and experience. Our Executive Committee is responsible for working with our Chief Executive to implement our strategy. BMT’s Terms of Reference of the Board and its Committees transparently set out their respective duties and responsibilities. The Global Delegations Matrix clearly delegates authority across BMT so that every employee knows who can make key business decisions. How are Board members appointed and how often do they meet? We have a minimum of four Board meetings a year plus Strategy days and regular Committee meetings. We believe that it is healthy for members of the Board to be periodically refreshed and this is regularly reviewed, with succession proactively planned. Appointments to the Board are made following a formal rigorous and transparent process; based on merit, taking into account the skills, experience and diversity needed on the Board in the context of BMT’s future strategic direction. During this financial year, Charles Packshaw was appointed as Chairman of the Board of BMT Group Ltd, following Sir John Hood’s retirement. Wendy Barnes was also appointed as Chair of Trustees and Sue Mackenzie was appointed as a Board Member and a member of the Remuneration and Nomination Committees. How is board performance evaluated? The skills, knowledge and experience needed for an effective Board are regularly reviewed. The composition of Board Committees meets the independence guidance of the Code. In order to support the Board with driving sustained improvement in its effectiveness and performance, an evaluation of the Board and its Committees was carried out by an external consultant. The outcome of the evaluation was discussed, and response plans were prepared for the Board and each Committee. Areas covered included: ensuring the Board is able to be fully engaged with the business in spite of Covid restrictions, having a forward/ outward looking Board that supports the One BMT culture and a Board that has the right future composition, skills, competencies and diversity for BMT’s growth ambitions; improving Board oversight of major contracts and strategic risks; and further engagement on BMT’s strategy. How do we avoid conflicts of interest? We have a Register of Interests which is centrally maintained by the Company Secretary. This is carefully considered at each Board meeting to give everyone an opportunity to raise an issue or to absent themselves from an item if they are conflicted. Who decides how much directors get paid? The Executive, Non-Executive, Chairman and broader Director roles within BMT are all benchmarked. Approvals are then given as follows: Executive Directors by the Remuneration Committee; Non-Executive Directors by the Nomination Committee; and Chairman by the Senior Independent Director of the Nomination Committee. All others in BMT who carry the title of Director, but are not statutory directors, are benchmarked according to their function, and their level of remuneration is then determined by their manager on an annual basis. Whose interest must directors act in? We believe that, as enshrined in Section 172 of the Companies Act 2006, directors should promote the success of the company for the benefit of its members as a whole and with regard to the interest of all stakeholders including employees, customers, suppliers, communities and the environment. They should also support the company in maintaining a reputation for high standards of business conduct and ethics. BOARD COMMITTEES Audit Committee The primary purpose of BMT’s Audit Committee is to provide oversight of the financial reporting process, internal and external audit, our system of internal controls and policies and risk management. The responsibilities and clear remit of the Audit Committee and the authority delegated to it by the Board are set out in Terms of Reference that are regularly reviewed and updated by the Board. Our governance and oversight continued BMT Group | Shaping our future 38