Corporate governance

The Board is committed to ensuring that high standards of corporate governance are maintained by Norcros plc and is accountable to the Company’s shareholders for good corporate governance. Its policy is to manage the affairs of the Company in accordance with the principles of the UK Corporate Governance Code referred to in the Listing Rules of the UK Listing Authority. For the year under review, the Company has complied with the UK Corporate Governance Code as revised in 2018 (the Code) in all respects save for the following matters concerning David McKeith arising from the illness and tragic death of Gary Kennedy:

• David has been Chair of the Audit and Risk Committee while also acting as Board Chair. He will cease to chair and be a member of the Audit and Risk Committee when Stefan Allanson becomes Chair of that Committee at the conclusion of the 2023 AGM; and
• David was appointed as a Director in July 2013. His directorship therefore exceeds 9 years. It was intended that he would step down from the Board after the 2022 AGM as soon as a new Chair of the Audit and Risk Committee had been appointed, but David stayed on as a Director for the reasons given above. David will not seek re-election at the 2023 AGM.

A copy of the Code is publicly available from www.frc.org.uk. The following sections of this statement describe the Board’s approach to corporate governance and how the principles of the Code are applied. These sections refer to the year ended 31 March 2023, unless otherwise stated.

UK Corporate Governance Code

As envisaged by the UK Corporate Governance Code, the Board has established three committees: an Audit and Risk Committee, a Nomination Committee and a Remuneration Committee. The Company complies with the UK Corporate Governance Code recommendation that the board of directors of a company the size of Norcros should include a chair and two independent non-executive directors.

Audit & Risk Committee

The main responsibilities of the Audit and Risk Committee are:

• reviewing the Company’s financial reporting;
• monitoring the Company’s risk management and internal control procedures;
• overseeing the appointment and work of the external auditor;
• overseeing the work of Internal Audit and Risk Assurance; and
• advising the Board on whether the Annual Report and Accounts are fair, balanced and understandable.

Remuneration Committee

The main responsibilities of the Remuneration Committee are to:

• determine the remuneration policy and keep it under review, including consulting with, and obtaining approval from, shareholders as appropriate;
• implement the approved remuneration policy as regards Executive Director remuneration, benefits and incentives, including the setting of targets for, and determination of payouts of all incentive arrangements;
• ensure alignment of the remuneration structure for senior executives to the Executive Director remuneration policy, including approval of changes to packages;
• keep under review the Executive Director remuneration policy (and the approach to implementation) in the context of pay policies and practices across the wider workforce, and the Group’s culture; and
• prepare the Annual Remuneration Report, to be approved by the members of the Company at the Annual General Meeting.

Nomination Committee

The main responsibilities of the Nomination Committee are:

• evaluating the balance of skills, knowledge, independence, diversity and experience of the Board;
• succession planning for the Board and at senior management level;
• determining the scope of the role of a new Director and the skills and time commitment required and making recommendations to the Board about filling Board vacancies; and
• appointing additional Directors.

Share dealing code

The Company has adopted a code of securities dealings in relation to the ordinary shares which is based on, and is at least as rigorous as, the requirements of the Market Abuse Regulations. The code adopted will apply to the Directors and other relevant employees of the Group.