Corporate governance statement

Chairman’s introduction

Dear shareholder,

On behalf of the Board, I am pleased to present Portmeirion Group PLC’s Corporate Governance Statement for the year ended 31 December 2023. The Board is committed to ensuring high standards of governance for the Company and considers that the Quoted Companies Alliance Corporate Governance Code 2018 (the “QCA Code”) provides the most appropriate framework of governance arrangements for a public company of our size and complexity. We have complied with all principles of the QCA Code throughout the year. Where not already compliant, we are reviewing our procedures to incorporate the principles of the new QCA Code 2023 (effective from 1 April 2024) so that we continue to achieve good practice.

2023 delivered a tough economic environment that leads us into 2024. Despite these challenges, we continue to strive to achieving our strategy, always maintaining good governance. The continued success of the Group depends on constantly improving our brands, products, markets, people and processes over the years, decades and centuries.

The Board remains 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. 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 committed to delivering growth in the long term, building trust through open dialogue and maintaining a dynamic management framework.

We have sought to ensure that we have a dynamic governance environment which allows the business the opportunity to thrive in the long term, where the Group works towards its agreed strategy 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 legitimate motivations and expectations of both shareholders and stakeholders are recognised and met and where a skilled Board sets the culture of the Company by supporting the Group’s vision and values.

Whilst we have chosen to apply the QCA Code, we also continue to have regard to the UK Corporate Governance Code 2018 (the “UK Corporate Governance Code”) as best practice guidance and seek to comply with the UK Corporate Governance Code wherever this is appropriate for the Company.

As a Board, we are committed to providing the robust leadership and oversight of the business required in setting and monitoring the Company’s culture to ensure that behaviours align with our purpose, values and strategy. The Board is very aware that the tone and culture set by the Board will greatly impact all aspects of the Group as a whole and the way that employees behave. We have a number of policies and procedures in place to ensure the culture the Board wants to foster is embedded throughout the
business; these include our Anti-bribery and Corruption Policy, Whistleblowing Policy and Modern Slavery Statement (available at www.portmeiriongroup.com). Where we acquire a new business or brand, we are clear to communicate our expectations to all who work for or in our business. Further information can be found within the Our Commitment to ESG section on pages 20 to 26.

A healthy corporate culture is promoted within the business in various ways including by linking employees’ appraisal objectives and reward and recognition schemes to our vision and values. The Board assesses the culture of the Group through engagement with employees and other stakeholders (further details can be found in the Section 172 (1) Statement on page 18 and 19), the monitoring of the development of risks to the business and the external awards and accreditations we receive from organisations.

The Board is satisfied that a culture of openness, honesty and integrity exists within the business and is one that is consistent with our vision to be a leading force in the global homewares sector. Our business model and mitigation of our principal risks rely on positive relationships with key stakeholders which can only occur if a culture of openness and integrity exists. We promote knowledge of our whistle-blowing policies with employees and suppliers to ensure such openness is always available.

Our governance framework is kept under review and was robustly maintained throughout 2023. We are mindful of and not complacent to the continued challenging market environment.

Maintaining a skilled, well-balanced and experienced Board is of fundamental importance to the long-term success of the business. Jeremy Wilson joined us as a Non-executive Director on 1 June 2023 strengthening the Board with his experience and expertise in performance management, business transformation and international growth. Jeremy will become chair of the Audit
Committee on 21 May 2024 as Andrew Andrea retires from the Board on that date at the AGM.

We currently have five Non-executive Directors alongside four Executive Directors. We have in place a Board that is extremely capable, energetic and focused on delivering our strategy for the benefit of all our stakeholders. We are of the view that the Board is a balanced team with constructive scrutiny and challenge from the Non-executive Directors.

None of the Non-executive Directors have a material financial, familial or other current relationship with the company, its Executive Directors, its independent auditor or other Board members, except for service on the Board and standard fees paid for that service as disclosed in the Directors’ emolument table on page 55.

2023 results are not where we would like them to be, however we have achieved sales which are 11% above pre-Covid 19 levels. Whilst, the first half of 2024 is likely to remain challenging due to market conditions, we expect to see growth across the full year and we are confident in our long-term strategic progress and the market share gains we are achieving. Your Board is determined to continue to make progress on Portmeirion Group’s strategic objectives.

^{25 March 2024}