Governance

The Board recognises the importance of, and is committed to, high standards of corporate governance and seeks to comply with the principles of the UK Corporate Governance Code (the “Code”) published in June 2010 by the Financial Reporting Council and updated in September 2014.

The Code recommends that the Board should include a balance of Executive and Non-Executive Directors, such that no individual or small group of individuals can unduly influence the Board’s decision taking.  It further recommends that companies outside of the FTSE 350 should have at least two independent Non-Executive Directors, and that one independent Non-Executive Director should be nominated as the Senior Independent Director.

  • Role of the Board, Executive Committee and Senior Management Team

    Role of the Board

    The Company is headed by a Board of Directors. Its key responsibilities are summarised in the table below. The Group’s delegated authorities policy was subject to a detailed review and updated in November 2016 and remains fit for purpose. It includes matters reserved for the Board. Examples of Board reserved matters are also set out in the table below.

    Key Responsibilities

    • Set objectives and strategy for delivery of value to Shareholders.
    • Monitor management performance against strategy and targets.
    • Provide constructive challenge to management proposals and activity.
    • Stewardship of the Group’s resources and overall responsibility for management of the Group to ensure long-term viability, sustainability and growth of the business.
    • Ensure engagement with stakeholders and consideration of stakeholders interests in decision-making.
    • Ultimate responsibility for risk appetite and management.

    Examples of Reserved Matters

    • Group strategy and budgets.
    • Constitution and the structure of the corporate Group and its capital.
    • Annual and half-year reports and financial statements, and the declaration of dividends.
    • The Group’s principal banking facilities and hedging arrangements.
    • Material sales, lettings, acquisitions and joint ventures.
    • Risk appetite and insurance programme.
    • Appointment of Non-Executive Directors, Executive Directors and Company Secretary.
    • Policies relating to whistleblowing, bribery, data protection, anti-facilitation of tax evasion, modern slavery and business continuity

    The Board has delegated certain responsibilities to the Remuneration, Audit and Nomination Committees. The terms of reference of those committees can be found on the Group’s website at www.harworthgroup.com/investors/governance. Those terms of reference were last updated in December 2017.

    The Board is made up of the Chairman, Chief Executive, Finance Director and five Non-Executive Directors.

    The Board considers that its Non-Executive Directors bring the requisite judgement, knowledge and experience to the Board’s deliberations. They have no financial or contractual interests in the Group, other than interests in Ordinary Shares as disclosed in the Directors’ interests in Ordinary Shares section of the Directors’ remuneration report.

    The composition of the Board is reviewed regularly by the Nomination Committee to ensure an effective balance of skills and experience on the Board.

    Roles of the Executive Committee

    The Executive Committee has responsibility for implementing the Group’s strategy and oversight of day-to-day management of the Group’s business, with reference to, and challenge from, the Board on Board reserved matters.

    It comprises the Chief Executive, Finance Director and Group General Counsel and Company Secretary, together with: the Managing Director, Capital Growth; the Executive Director, Income Generation; and the Director, Acquisitions.

    Role of the Senior Management Team

    The Senior Management Team comprises ten senior employees who lead each of the Group’s business segments, being: Strategic Land; Major Developments; Business Space; Building Delivery; Natural Resources; Operations; EES; HR; Communications and Finance.

    Each member of the Senior Management Team reports to a member of the Executive Committee. As well as ensuring that certain matters are reserved to the Board, the Group’s delegated authorities policy ensures that operational decisions are made at the most appropriate level in the business.

  • Board Activities in 2017

    The activities of the Board during the year ended 31 December 2017 included (operational approvals not listed):

    Month Activities Strategy Delivery Risk and
    Governance
    Finance Shareholder
    Relations
    January Capital Markets Day
    Annual update from AD of EES
    Capital Growth operational update
    February FYE 2016 Preliminary results and final dividend
    Board evaluation feedback and action points
    Acquisitions operational update
    March Approval of share placing
    FYE 2016 Annual Report and Financial Statements
    Income Generation operational update

     ✔
    April Public sector funding update
    Feedback from preliminary results investor roadshow
    Capital Growth operational update
    May Annual General Meeting
    H2 investor relations programme
    Acquisitions operational update
     ✔
    June People plan  ✔  ✔
    July FYE 2017 Interim results
    Income Generation update
     ✔
    September Strategy review
    Feedback from interim results investor roadshow
     ✔
    October Emerging government policies
    Capital Growth operational update
    November Draft budget and strategic plan
    Extension of term of revolving credit facility
    Real Estate market - broker update


    December Final budget and strategic plan
    Insurance programme renewal
    Prospective appointment of new Chairman
     ✔

    To read more about the activities of the Board during the Year ended 31 December 2017, see our Annual Report.

  • Committee Terms of Reference
  • Articles of Association
  • Advisors, Bankers and Registrars

    Registrars

    All administrative enquiries relating to shareholdings should, in the first instance, be directed to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (telephone: 0371 384 2301) and should clearly state the registered shareholder's name and address.

    Dividend Mandate

    Any shareholder wishing dividends to be paid directly into a bank or building scoiety should contact the Registrars for a dividend mandate form. Dividends paid in this way will be paid through the Bankers' Automated Clearing System (BACS).

    Company Registered Number

    2649340

    Share Price Information

    The Company's Oridnary Shares are traded on the London Stock Exchange.
    SEDOL number 07919072
    ISIN number GB0007190720
    Reuters ticket HWG.L
    Bloomberg ticker HWG:LN