The Board is committed to effective corporate governance as the basis for promoting the long-term growth and sustainability of the business for the benefit of our shareholders and wider stakeholders. The Board considers that the Quoted Companies Alliance Corporate Governance Code 2023 (the “QCA Code”) provides the most appropriate framework of governance
arrangements for a public company of our size and complexity.
THIS INFORMATION WAS LAST REVIEWED AND UPDATED ON 10 APRIL 2025.
Chairman’s introduction
On behalf of the Board, I am pleased to present Portmeirion Group PLC’s Corporate Governance Statement for the year ended 31 December 2024. The Board is committed to ensuring high standards of governance for the Company and considers that the Quoted Companies Alliance Corporate Governance Code 2023 (the “QCA Code”) provides the most appropriate framework of governance arrangements for a public company of our size and complexity. Although we are not required to report against the 2023 version of the QCA Code until the financial year ended 31 December 2025, we have decided to report early, demonstrating our commitment to progressive governance arrangements. I can confirm that we have complied with all principles of the QCA Code throughout the year apart from the requirement that remuneration policies should be put to an advisory shareholder vote. We have for some time put the Remuneration Report (excluding the Remuneration Policy within the Report) to an advisory vote, and have received on average over 98% votes in favour over the last 5 years. It is our intention to put the Remuneration Policy to an advisory shareholder vote at the AGM in 2026.
As Chairman of the Board, I am responsible for ensuring that the Company has corporate governance arrangements in place which are appropriate for the size and complexity of the Company and that these arrangements are followed in practice. We are driven to delivering growth and maintaining a dynamic management framework to support our vision to be a leading global homeware brands group.
By following the QCA Code, we have sought to ensure that we have a governance framework which supports the business and gives it the opportunity to thrive in the medium to long-term, where the Group works towards its agreed strategy and established vision mindful of its impact on others and the threats and opportunities faced, but is confident in its robust system of risk management and internal control. An environment where open dialogue is encouraged to build trust and ensure the needs and expectations of both shareholders and stakeholders are recognised and as far as possible met, and where a skilled and balanced Board led by the Chairman sets the culture of the Company by supporting the Group’s vision and values.
Our governance framework is kept under review and was robustly maintained throughout 2024. Whilst we have chosen to apply the QCA Code, we also continue to have regard to the UK Corporate Governance Code (and have considered both the 2018 and 2024 versions of the Code) as best practice guidance and seek to comply with the UK Corporate Governance Code wherever this is appropriate for the Company. The Company’s progressive approach to governance where best practice changes are monitored and, where appropriate, adopted, seeks to ensure the continued effective operation of the Board, its committees and their oversight role.
The Board recognises that the maintenance of a skilled, well-functioning and balanced Board is of fundamental importance to the long-term success of the business. Jonathan Hill joined us as Group Finance Director with effect from 1 October 2024 bringing his experience of working with major consumer goods brands and expertise in driving business performance in diverse geographies, which is a key part of our long-term strategy. Following many years of dedication to the Group, Dick Steele stepped down from his role as Non-Executive Chairman on 31 January 2025. I joined the Board as Non-Executive Chairman and Chairman of the Nomination Committee with effect from 1 February 2025 and look forward to utilising my experience in strategy, business transformation and change, and capital markets to assist the Group in creating long-term, sustainable value for all our stakeholders. Clare Askem, Mick Knapper and Bill Robedee will not seek re-election at the forthcoming AGM. I am delighted that both Mick and Bill will continue in their present roles as Group Operations Director and President of North America respectively. Angela Luger, our Senior Non-Executive Director, will take over as Chair of the Remuneration Committee from the conclusion of the AGM.
Further details on how the ten Principles of the QCA Code have been applied by the Company can be found below.
Peter Tracey
Non-Executive Chairman
31 March 2025