Corporate Governance

The Board is committed to the highest standards of corporate governance. To this end, the company has adopted the UK Corporate Governance Code (2018). The Code is available to download from the website of the Financial Reporting Council.

The Board of Gooch & Housego PLC reviewed its corporate governance procedures at its September 2024 meeting. Following this meeting, a number of actions were taken and the Board consider the Company to have fully complied with the Code during the year ended 30 September 2024.

Pages 108 to 112 of the FY Annual Report 2024 (PDF) provide the details of the system of corporate governance adopted by G&H.

• Articles of Association of Gooch & Housego PLC
• Admission to the Alternative Investment Market of the London Stock Exchange

The Group has a process for the identification and management of risk as part of the governance structure implemented by the Board. Management of risk and maintenance of systems and processes to manage those risks is the responsibility of the Board of Directors. In managing and mitigating risk, a comprehensive and robust system of controls and risk management processes has been implemented. The Board’s role in the risk management process comprises:

• Promoting a culture of integrity throughout the business;
• Making risk management a core part of the business;
• Setting the appetite for risk;
• Identifying the key risks and ensuring they are effectively communicated and managed; and
• Establishing overall policies for risk management and control.

The Group maintains a comprehensive risk register which is approved annually by the Board. The group functional heads and leadership team all have input into the risk identification process. The register clearly identifies who in the organisation has responsibility for the day-to-day management of the identified risks, and has a timeline for any required mitigating actions. The risks are ranked according to their likelihood of affecting the business and the estimated impact they may have. Risks are identified across four key areas: strategic risk, operational risk, commercial risk and financial risk.

The assessment of key risks during the year has not identified any new significant risks. A number of the risks identified in the 2023 Annual Report have reduced in severity during the year. The Board is satisfied that the mitigating actions taken in response to the identified risks are appropriate and will keep this under review. The Board is conscious of the importance to our stakeholders of our ESG agenda and the potential impact of climate change on the operations of the Company. In response to this risk the Board has established a Sustainability Committee to ensure that the Company’s strategy and operations are conducted in a sustainable manner and consistent with our corporate values.

The Audit Committee has responsibility for reviewing the effectiveness of the risk management framework and internal controls and ensures that the Group is in compliance with relevant regulations and laws. Although the Group does not have an internal audit function, the function of internal control is carried out by the Group Finance team. Its responsibility is to monitor compliance and conduct or, where appropriate, commission specific reviews.

The Audit Committee has reviewed the work undertaken by Group Finance to review compliance with the Company’s financial control framework during the year.

For more detail on the Group’s principal risks and risk mitigation strategies please see pages 98 to 103 of the Annual Report 2024 (PDF).

The Chairman ensures that the Board maintains an appropriate dialogue with shareholders. The Chief Executive Officer and the Chief Financial Officer regularly meet with institutional investors to discuss strategic issues and to make presentations on the Company’s results.

In addition to the full and half year results, the company publishes Regulatory News Service announcements through the London Stock Exchange.

The Company’s web site contains an archive of information on the Company’s history, leadership, governance, financial results, dividend history and up to date share price information.

Although the non-executive directors are not formally required to meet the shareholders of the Company, their attendance at the Annual General Meeting and at presentations of the interim and annual results is encouraged.

As a Board, we have a duty to promote the success of G&H for the benefit of our members. In doing so, we must have regard for the interests of our people, the success of our relationships with suppliers and customers, the impact of our operations on the community and the environment, and the importance of maintaining a reputation for high standards of business conduct.

Stakeholder considerations are an important part of all Board discussions and decisions. Our Annual Report 2024 (PDF) sets out our key stakeholder groups and how they were engaged with, both directly and indirectly, by the Board throughout the year on those matters which the directors understand are important to each group. The Board’s Section 172 (1) statement can be found on pages 92-97.