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 solutions in the UK, by delivering outstanding performance through a focus on delivery, customer service, and diversification.
See Executive review, Business model, Strategy and performance within the annual report.
Our strategic objectives
- Growing with our customers
- Expanding our market
- Focus on financial delivery
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.
See Stakeholder relationships and engagement report within the annual report.
Embedding effective risk management, considering both opportunities and threats
The Group operates controls to manage its risk, including, but not limited to, a clearly defined organisational structure, written policies, clear authorisation levels, comprehensive budgeting and rolling forecast processes, alongside 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 identified during the course of their audit work.
Maintaining a balanced and well-functioning Board
The Board comprises of the Non-Executive Chairman, four Non-Executive Directors and two Executive Directors.
The Board reviews the independence of the members of the Board on a regular basis and consider the Non-Executive Chairman and three of the Non-Executive Directors to be independent. The Board does not consider Mike Morris to be independent.
Board profiles are provided in our annual report.
The Directors’ attendance at Board and committee meetings during the financial year 2022 was as follows:
Independent Non-Executive Chairman
Chief Executive Officer
Chief Financial Officer
Non-Executive Director (Former Chief Executive Officer)
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Former Chief Financial Officer
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 in our 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.
See the Nomination Committee report for future changes to Board structure.
Evaluating Board performance
The Board carries out an internal evaluation review at the end of each Board meeting.
The evaluation considers matters such as composition, effectiveness, balance, transparency, consideration of stakeholders’ feedback, and regulatory understanding.
Also, see the Nomination Committee report 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.
We use an eLearning platform to ensure our employees are trained on the policies in place on a regular basis.
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.
The Board:
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: to recommend to the Board an overall remuneration policy to retain, attract and motivate high‑quality executives capable of achieving the Group’s objectives.
Nomination Committee Purpose: responsible for reviewing the structure, size and composition of the Board, nominating candidates for Board vacancies and succession planning.
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.
A range of corporate information is available on this, the Group’s website