OUR GOVERNANCE OUR GOVERNANCE PEOPLE Recruit and retain employees who are empowered to deliver the growing business we aspire to be. Board of Directors 62 Senior Management and Company Secretary 68 Chairman’s Introduction 70 Corporate Governance Report: 72 – Division and responsibilities 72 – Board leadership and 75 Company purpose – Composition, success 84 and evaluation: – Nomination Committee Report 88 – Audit and Risk Committee Report 94 – Audit, risk and internal control: 96 – Corporate Governance Statement 99 – Remuneration: 100 – Directors’ Remuneration Report 100 Directors’ Report 112 Statement of Directors’ Responsibilities 117 Henry Boot PLC Annual Report and Financial Statements for the year ended 31 December 2019 63 OUR GOVERNANCE Board of Directors 2 1 3 4 5 1 TIM ROBERTS Chief Executive Officer 2 JOHN SUTCLIFFE Executive Director 3 AMY STANBRIDGE Company Secretary 4 DARREN LITTLEWOOD Group Finance Director 5 JOANNE LAKE Deputy Chairman 64 Henry Boot PLC Annual Report and AccountsFinancial Statements for the year for ended the year31 December ended 31 2019December 2019 OUR GOVERNANCE 6 7 Replace Jamie 9 8 6 GERALD JENNINGS Non-executive Director 7 PETER MAWSON Non-executive Director 8 JAMIE BOOT Chairman 9 JAMES SYKES Non-executive Director Henry BootHenry PLC AnnualBoot PLC Report Annual and ReportFinancial and Statements Accounts for the year ended 31 December 2019 65 OUR GOVERNANCE Board of Directors JAMIE BOOT TIM ROBERTS JOHN SUTCLIFFE DARREN LITTLEWOOD Chairman Chief Executive Officer Executive Director Group Finance Director N A R Date of appointment Date of appointment Date of appointment Date of appointment June 1985. January 2020. October 2006. January 2016. Independent Independent Independent Independent No. No. No. No. Brings to the Board Additional roles held Additional roles held Additional roles held Key strengths: Previously Director of British Member of the CBI Yorkshire and Director of the Company’s four • Extensive Group and Land PLC, and Non-executive the Humber Regional Council, principal operating subsidiaries. leadership experience Director of Songbird PLC. Non-executive Director of Beal Developments Ltd and Treasurer Brings to the Board • Long-term track record in Brings to the Board at the University of Sheffield. Key strengths: delivering sustainable growth Key strengths: Trustee Director of Henry Boot • In depth Group and financial to the Group • Strong strategic and Pension Trustees Limited, acting experience corporate experience Jamie, who is a member of the as trustee for The Henry Boot • Establishing and delivering accumulated as past long- founding family, has over 30 Staff Pension and Life Assurance strategy whilst protecting standing Director years’ experience as a Director Scheme. assets in the Group • Strong property and of Henry Boot PLC. He has been Brings to the Board Darren joined the Group in a Director of the Company’s four leadership experience Key strengths: 1999 prior to his appointment principal operating subsidiaries • Extensive experience in • Strong financial and as Group Finance Director in and his role now sees him delivering significant property leadership knowledge 2016. He became qualified as responsible for the leadership of development projects a member of the Chartered • Experience in implementing the Board. Institute of Management Tim joined Henry Boot as Chief and overseeing strategy Executive Officer in January Accountants in 2007 and is 2020. He has responsibility for John joined the Company and responsible for all financial Group profitability and guides in the Board in 2006 as Group and risk matters relating to the the achievement of the highest Finance Director and was Group. He is heavily involved in level of return for a given level appointed Chief Executive Officer investor communications and, of risk. He is also responsible in January 2016. He relinquished along with Tim Roberts, is also for communicating strategy the role on 1 January 2020. responsible for communicating and results to both private and John will remain in an advisory strategy and results to both institutional investors. He is also position with the Company until private and institutional investors. the Director responsible for all the end of May, at which point health, safety and environmental he will retire and step down from matters. the Board. Committee Membership N Nomination A Audit and Risk R Remuneration Committee Chairman 66 Henry Boot PLC Annual Report and Financial Statements for the year ended 31 December 2019 OUR GOVERNANCE JOANNE LAKE JAMES SYKES PETER MAWSON GERALD JENNINGS Deputy Chairman Non-executive Director Non-executive Director Non-executive Director N A R N A R N A R N A R Date of appointment Date of appointment Date of appointment Date of appointment October 2015. March 2011. October 2015. October 2015. Independent Independent Independent Independent Yes. No. Yes. Yes. Additional roles held Additional roles held Additional roles held Additional roles held Non-executive Chairman of Chairman and Partner in Non-executive Chairman of Non-executive Chairman of Mattioli Woods plc, Non- the London office of Saffery Nexus Planning Limited, Board Social Communications (Leeds) executive Director of Gateley Champness Chartered Representative for Paradise Limited, Non-executive Director (Holdings) Plc, Non-executive Accountants, which he joined Circus Project for the Great of the Ahead Partnership, Director of Morses Club PLC, in 1987. He is a Non-executive Birmingham & Solihull Local Non-executive Director of West Non-executive Director of Green Director of Saffery Champness Enterprise Partnership, and Non- and North Yorkshire Chamber Man Gaming Holdings plc. business in Guernsey. executive Chairman of Infinite of Commerce, Non-executive Global Consulting Inc. Director at PDR Construction Brings to the Board Brings to the Board Ltd, and Director of G R Jennings Key strengths: Key strengths: Brings to the Board Properties Ltd. • Extensive financial and • Significant strategic land Key strengths: investment banking knowledge • Wide-ranging experience Brings to the Board experience • Sound financial background in senior leadership and Key strengths: • In depth knowledge on and experience practitioner roles across the • Widespread industry strategy and governance built environment experience in retail and As a partner in the Private • Property development and property Joanne has over 30 years’ Wealth and Estates Group at planning knowledge in both experience in accountancy and Saffery Champness he has • Successful track record the public and private sector investment banking, including many years’ experience in the of delivering significant with Panmure Gordon, Evolution UK strategic land market and Peter has a wealth of experience development projects and Securities, Williams de Broe brings that experience to Board in the management and working with a wide range of and Pricewaterhouse. She is decision-making generally, but leadership of professional service stakeholders a Chartered Accountant and a particularly to Hallam Land firms, together with senior Gerald has over 30 years’ Fellow of the Chartered Institute Management Limited. practitioner expertise across experience in the retail and for Securities & Investment, and the built environment, from property industry. Amongst other of the ICAEW, and is a member both public and private sector projects, Gerald was responsible of the ICAEW’s Corporate perspectives. for the delivery of the one million Finance Faculty. sq ft Trinity Leeds retail scheme. Henry Boot PLC Annual Report and Financial Statements for the year ended 31 December 2019 67 OUR GOVERNANCE Senior Management and Company Secretary AMY STANBRIDGE NICK DUCKWORTH EDWARD HUTCHINSON SIMON CARR Company Secretary Hallam Land Henry Boot Henry Boot Management Limited Developments Limited Construction Limited Date of appointment Date of appointment Date of appointment Date of appointment October 2018. Managing Director in 2016. Managing Director in 2018. Managing Director in 2009. Additional roles held Brings to the role Brings to the role Brings to the role Head of Legal (Commercial) at Nick Duckworth, MRTPI, began Edward Hutchinson BSc (Hons), Simon Carr, BSc (Hons), FRICS, Henry Boot PLC, Trustee of St his career in a private sector MRICS, started his career has been with Henry Boot for Luke’s Hospice, Sheffield. planning consultancy, Phillips in quantity surveying before over 30 years. He is a Board Planning Services, in 1990. He quickly progressing into project member and past national Brings to the Board left there in 1992 and joined management. He joined Henry chair of the National Federation Key strengths: Hallam Land’s then newly Boot Developments in 2004 as of Builders, a Board member • Significant recent and established Northampton office. a Project Manager rapidly rising and past president of the relevant legal and corporate In 1997 Nick set up the South to the position of Senior Project Yorkshire Builders Federation, governance experience West office of Hallam Land in Manager in 2006. Edward was and is a member of the CBI • Robust knowledge on all Bristol and became the Regional appointed a Director in 2012 Construction Council. Simon aspects of commercial law Manager. He was appointed a and became Managing Director also sits on the Board of trustees Director in 2002. in 2018. for the Wentworth Woodhouse Having obtained her Preservation Trust and is a Non- qualifications at the Universities executive Director of Wildgoose of Nottingham (LLB Hons)