Corporate governance & QCA code
The Board of Nexus Infrastructure plc is responsible for the Group’s corporate governance and recognises the importance of high standards of corporate governance and integrity.
The below explains the key features of the Company’s governance structure and describes how Nexus Infrastructure applies the Code principles.
10 principles of the QCA code
Strategy and business model which promotes long-term value for shareholders
Nexus’ mission is to be recognised as the leading provider of essential infrastructure services in the UK, by delivering outstanding performance through a focus on delivery, customer service and diversification.
See Executive review, Business model, Operational review, Strategy and performance within the annual report.
Our strategic priorities
- Grow within current core markets
- Capitalise on acquisition opportunities
Understanding and meeting shareholder needs and expectations
The Group maintains regular dialogue with investors through results roadshows, Annual General Meetings and other ad hoc meetings as requested by shareholders. The Group monitors the share register to ensure that its investor relations communications are appropriate for its shareholder base.
The Chief Executive Officer, Chief Financial Officer and all Board members are available for discussions with shareholders
Taking into account wider stakeholder and social responsibilities and their implications for long-term success
The Board understands that engaging with stakeholders is key to the Group’s success. Strengthening the relationships with stakeholders helps the Group make better business decisions.
The Group is committed to the development of its employees, ensuring that they have the skills required to carry out their work.
Safety of all is key and initiatives are carried out throughout the business to maintain and improve a safe working environment.
Highly skilled, motivated and loyal workforce. Experienced senior management team and Board.
Attractive and growing addressable markets supported in coming years by Government housing and environmental strategies.
Attractive cash flow characteristics with a high cash balance, resulting in a strong balance sheet.
Relationships, partnerships and effective engagement with our customers to understand their individual challenges and needs.
Positive fundamental market growth drivers to enable a progressive dividend policy.
Group purpose and values with a strong focus on staff development and learning as well as health, safety and wellbeing.
Embedding effective risk management
The Group operates controls to manage its risk, including, but not limited to, a clearly defined organisational structure, written policies, clear authorisation levels, comprehensive planning and budgeting process and detailed monthly reporting.
The Audit Committee reviews the risks of each company within the Group and receives reports from the external auditor concerning any material control weakness.
Maintaining a balanced and well-functioning Board
The Board comprises of the Non-Executive Chairman, three Non-Executive Directors and two Executive Directors.
The Non-Executive Chairman and the Non-Executive Directors are considered to be independent.
Board profiles are provided on pages 50 and 51 of the annual report.
The Directors’ attendance at Board and committee meetings during the financial year 2020 was as follows:
Independent Non-Executive Chairman
Chief Executive Officer
Chief Financial Officer
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
* Ffion Griffith did not attend one of the Board meetings due to a prior commitment known when the meeting schedule was set.
Having appropriate experience, skills and capabilities on the Board
Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities.
The details of the Directors’ experience, skills and capabilities are set out on pages 50 and 51 of the annual report.
The Board is supported by the Nomination Committee when considering new appointments and succession planning.
The Board is satisfied that the Directors have an appropriate balance of industry, financial and people experience to operate effectively.
Evaluating Board performance
The Board carries out an internal annual Board performance evaluation.
The evaluation considers matters such as composition, effectiveness, balance, transparency, consideration of stakeholders’ feedback and regulatory understanding. Also, see the Nomination Committee report on page 56 of the annual report.
The role of the Nomination Committee is to:
- review regularly the structure, size and composition (including skills, knowledge and experience) required of the Board;
- give full consideration to succession planning for Directors and other senior executives in the business;
- identify and nominate candidates for the approval of the Board to fill Board vacancies as and when they arise;
- evaluate the balance of skills, knowledge, experience and diversity of the board; and
- make recommendations for the re-election of Directors retiring by rotation.
Promote a corporate culture based on ethical values and behaviours
The Board recognises its responsibility for establishing high ethical standards of behaviour and corporate governance. The Group has policies in place to support our approach to conducting business in an open and transparent manner that is in line with the core values.
Our managers play a pivotal role in employee engagement and we continue to invest in leadership development that is focused on ensuring our managers have the skills they need to create motivated, high-performing and engaged teams.
Maintaining governance structures and processes
Corporate policies are approved by the Board to highlight the importance to all employees of high levels of governance and business conduct.
The Board is supported by the Audit, Nomination and Remuneration Committees.
External auditors and other Directors may be invited to attend Board or Committee meetings to support decision-making.
Audit Committee Purpose: to ensure that the financial performance of the Group is properly reported and monitored, through the internal control systems and the external auditor.
Remuneration Committee Purpose: responsible for reviewing the structure, size and composition of the Board, nominating candidates for Board vacancies and succession planning.
Nomination Committee Purpose: to recommend to the Board an overall remuneration policy to retain, attract and motivate high‑quality executives capable of achieving the Group’s objectives.
Communicating with shareholders and other relevant stakeholders
The Board recognises the importance of effective communication with its shareholders and other stakeholders.
The Board achieves this through shareholder meetings with the Chief Executive Officer and Chief Financial Officer, the AGM, half-year and full-year announcements and regulatory news.