corporate
governance

Establish a strategy and business model which promote long-term value for shareholders.

We are a dynamic e-commerce retail group specialising in surplus goods and operating a portfolio of socially and environmentally responsible businesses that serve customers across the UK.

Committed to achieving sustainable growth, our mission is to be a force for good – delivering value to shareholders while making a positive social and environmental impact.

Promote a corporate culture that is based on ethical values and behaviours.

We seek to achieve the highest ethical standards and behaviour in conducting its business, with integrity, openness, diversity and inclusiveness being high priority from the Board to senior management and throughout the workforce.

We have developed an Anti-Bribery Policy and a Health and Safety Policy. We have also developed and published a set of corporate values to set the tone for how we communicate and engage with others, conduct our business activities, and recruit new talent, establishing clear expectations for those we work with. All policies that employees are required to adhere to are easily available from the Company Secretary.

Seek to understand and meet shareholder needs and expectations.

We are fully committed to building and maintaining strong relationships with our shareholders and consider the understanding of shareholders’ needs fundamental to the success of our company.

The Chief Executive Officer and Finance Director are active in meeting with, and preparing presentations for, institutional investors, particularly following half-year and full-year results; meeting with private investors from time to time; and engaging in regular dialogue with the company’s broker with a view to gauging shareholder sentiment.

Our Annual General Meeting (AGM) is the main forum for discussing company matters with shareholders, addressing shareholder queries and understanding their needs and expectations. Notice of the AGM and proposed resolutions are sent to shareholders at least 21 days prior to the AGM. Shareholders and their representatives are invited to fully participate and vote in the AGM and are also given the opportunity to vote by proxy. Voting results are published after the AGM.

Outside of the AGM, we hold general meetings where shareholder approval is required or appropriate on particular matters and seek input from major institutional investors from time to time in relation to company policy. We seek to respond promptly to shareholder queries sent to our designated shareholder email address: [email protected].

Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success.

The company’s success relies on maintaining strong relationships with our key stakeholders and responsibly managing our environmental and social impacts. We have identified several key stakeholder groups as critical to our long-term success:

• Shareholders – we maintain and value regular dialogue with our shareholders throughout the year and place great importance on our relationship with them. We know that our investors expect a comprehensive insight into the financial performance of the Group, and awareness of long-term strategy and direction. As such, we aim to provide high levels of transparency and clarity of our results and long-term strategy and to build trust in our future plans.
• Employees – effective employee engagement leads to a happier, healthier workforce who are invested in the success of our business. Engagement with our employees starts from the top and is driven effectively throughout the group.
• Customers – we aim to delight our customers in all our interactions with them. We listen to and engage with our customers on a regular basis to ensure that we understand their needs and can provide solutions that address them. We work hard to ensure that customer concerns are dealt with in a timely and professional manner.
• Suppliers – we have a number of key suppliers with whom we have built strong relationships. We establish effective engagement channels to ensure our relationships remain collaborative and forward focused, and to foster relationships of mutual trust and loyalty.

Regulatory bodies – our relationship with regulatory bodies is built on proactive engagement and transparent compliance.

The Board maintains ultimate responsibility for stakeholder engagement. The Executive Directors are responsible for implementing these strategies through day-to-day stakeholder relationship management, operating feedback channels, and regular reporting to the Board on stakeholder matters.

Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation.

The Audit Committee examines the key risks that impact the company and assesses the adequacy of the our mitigation strategies. It has the power to call on Executive Directors and senior management for the purposes of seeking information as well as making recommendations.

We include details of the principal risks and uncertainties in our Annual Reports.

Establish and maintain the board as a well-functioning, balanced team led by the chair.

The Board is comprised of two Executive and two Non-Executive Directors, all of whom are subject to reappointment by shareholders in the AGM following their appointment to the Board, after which they must continue to seek reappointment in accordance with the Company’s Articles of Association.

The Board of Directors’ biographies can be read here.

Our Annual Reports include details of the number of Board and Committee meetings which take place each year.

Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities.

The roles of the Chairman and the Chief Executive Officer are separated and clearly defined. The Chairman provides leadership to the Board. Working together with the Company Secretary, the Chairman is responsible for setting the agenda for Board meetings, ensuring that the Board receives the information that it needs to properly participate in Board meetings in a timely and user-friendly fashion and that the Board has sufficient time to discuss issues on the agenda. The Chief Executive Officer is responsible for leadership of the company’s senior leadership team and its employees on a day-to-day basis. In conjunction with senior managers, the Chief Executive Officer is responsible for the execution of strategy approved by the Board and the implementation of Board decisions.

The Board has established Audit, Nomination and Remuneration Committees with formally delegated duties and responsibilities. Details of the three Committees are as follows:

• The Audit Committee is chaired by Nicholas Lee and meets at least twice per year. Sir Robin Miller also serves on the Audit Committee. The Audit Committee’s responsibilities include ensuring that appropriate financial reporting procedures are properly maintained and reported on; meeting with the company’s auditors to discuss matters of relevance, including risk issues; ensuring the internal controls of the company are properly maintained; reviewing the financial statements prior to issue to the shareholders; and reviewing reports from the company’s auditors.
• The Nomination Committee is chaired by Sir Robin Miller and has been established to identify and nominate, for the approval of the Board, candidates to fill Board vacancies as and when they arise. The Nomination Committee will meet as required. Nicholas Lee also serves on the Nomination Committee.
• The Remuneration Committee is chaired by Sir Robin Miller and meets at least once per year. Nicholas Lee also serves on the Remuneration Committee. The Remuneration Committee’s responsibilities include reviewing the performance of the Executive Directors, setting their remuneration levels, determining the payment of bonuses and considering the grant of options under the share options schemes. The Executive Directors may also attend the Remuneration Committee by invitation but shall not be involved in decisions regarding their own remuneration and, other than providing input to the Non-Executives, shall not have a vote on the Remuneration Committee.

We consider the Board to possess an appropriate mix of skills and experience, though this is kept under regular review.

The Directors keep themselves informed of key developments relating to the company, the sectors in which we operate and the legal and regulatory framework through consultations with our employees, nominated advisor, auditors and legal advisors.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.

Led by the Chairman, the Board has a process for evaluation of its own performance, that of its Committees and individual Directors, including the Chairman. This process is conducted annually by the Remuneration Committee. The Remuneration Committee will compare Board performance against targets.

The Board may utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning.

Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture.

The Remuneration Committee determines the remuneration packages for Executive Directors and keeps the Group’s policy on pay and benefits under review.

The Remuneration Committee’s policy aims to incentivise performance while ensuring alignment with the Group’s strategy, risk management approach, and long-term success.

The remuneration package for the Executive Directors comprises a combination of annual salary and discretionary performance bonuses. Remuneration for Non-Executive Directors consists of an annual fee.

Although the QCA Code recommends putting the annual remuneration report to an advisory shareholder vote, we have not adopted this practice. Our shareholders can already express their views on remuneration through two alternative channels: voting on the Annual Report (of which the remuneration report forms a part) and voting annually on the re-election of each director.

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

We communicate with shareholders and other stakeholders through our Annual and Interim Reports, regulatory and non-regulatory announcements, the corporate website, through social media, via email, and through a variety of meetings including the AGM and face-to-face meetings.