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. As a private company we are not required to comply with the UK Corporate Governance Code 2018 (Code), but we have developed our own Corporate Governance Model (CGM). The CGM provides a high level of corporate governance, applying the principles of the Code. Its purpose is to assist our Board and Committees in exercising their responsibilities and serving the group’s best interests, its people and customers. In the following sections, we describe our key areas of governance and explain how and why we implement them. Our ownership structure BMT Group Ltd is the parent company of the group of companies whose ownership is held by the BMT Employee Benefit Trust (EBT). The parent company is a private company limited by guarantee with no share capital. Voting control and We maintain a strong and transparent corporate governance framework to enable decision making at appropriate levels within BMT, to support effective strategic and operational decision making and risk management for a successful and sustainable business. legal ownership rests with the EBT Trustees and beneficial ownership rests with current and former employees. Who governs BMT? The Board of Directors of BMT Group Ltd comprises the Chair, Executive Directors, Non-Executive Directors and an Employee Director. The Board is responsible for BMT’s performance and long-term success, including health and safety, values, standards, controls, and risk management. Using their valuable industry experience and business leadership to develop our vision and strategy, Board members are expected to provide rigorous and constructive challenge on all matters discussed at meetings. Please see our website for a complete list of Board members and their skills and experience. The Chair leads the Board and is responsible for its overall effectiveness and plays a pivotal role in fostering the decision-making process, promoting a culture of openness and debate. The Chief Executive (CEO) of BMT is responsible for the day-to-day operational management decisions and implementation of BMT’s strategy. The CEO acts as a direct liaison between the Board and management. Our Executive Committee is responsible for working with our CEO to implement our strategy. This year, BMT appointed an Employee Director to the Board and this step recognises the importance of the employee voice in the strategy and governance of the business. It also reflects our values and the emphasis BMT places on employee engagement. Accordingly, the Employee Director is a full member of the Board, initially for a three-year term, commencing from the start of this new financial year. The General Counsel and Company Secretary supports the Board, ensuring timely information flow to the Board and its Committees and between senior management and the Non-Executive Directors, and advises the Board on governance matters. The Board delegates specific responsibilities to Board Committees under the Committee’s Terms of Reference, which transparently set out their respective duties and responsibilities. The Global Delegations Matrix delegates authority across BMT so that every employee understands who can make key business decisions. How are Board members appointed and how often do they meet? There are a minimum of four face-to-face Board meetings in addition to strategy days and regular committee meetings throughout the calendar year. In addition, other ad-hoc Board meetings are convened to discuss any strategic, transactional and governance matters that arise. We believe that it is appropriate 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, considering the skills, experience and diversity needed on the Board in the context of BMT’s future strategic direction. 37
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