SECTION 02 GOVERNANCE REPORT Section 02 Governance Report Corporate Governance Report 62 Board of Directors 64 Executive Committee 66 Board 68 Equiniti Group plc Annual Report 2020 Equiniti Group Audit Committee Report 78 Risk Committee Report 88 Nomination Committee Report 95 Directors' Remuneration Report 100 Directors' Report, including S172 Statement 127 61 CORPORATE GOVERNANCE REPORT Chairman’s Statement Philip Yea, Chairman DEAR SHAREHOLDER PEOPLE, CULTURE AND EMPLOYEE VOICE In my previous reports to you I have The Group is continuing its journey of cultural change, explained my determination that the which has been underpinned this year by the work to Group will maintain the highest standards clarify our purpose. The Board is highly supportive of the direction of travel and we continue to take a strong interest of corporate governance, recognising that in the evolution of the culture, including through the work this is critical to EQ’s continued success. of the Nomination Committee. Our direct engagement I am therefore pleased to confirm that we continued to with colleagues across the Group, through our designated comply in full with the UK Corporate Governance Code non‑executive Director Dr Tim Miller, is key here. Tim’s (the Code) during 2020. attendance at the Global Colleague Forum and other meetings enables us to hear first‑hand from colleagues and As I note in my statement in the Strategic Report, to learn about the culture as they experience it, in different this was necessarily a very busy year for the Board. In parts of the business. Following Tim standing down at addition to our usual agenda, we met more frequently the 2021 AGM, Cheryl Millington will be the designated to oversee the Group’s response to the COVID‑19 non‑executive Director and will continue the good work pandemic, following our successful switch to virtual that Tim has undertaken with his engagement. meetings. This included thorough debates over key issues such as the deferral of the dividend, our approach Diversity and inclusion remain a key part of the cultural to furlough and accepting Government support. We also agenda, both across the Group and at Board level. devoted a meeting to constructively testing the Group’s In particular we have considered the output of the strategy and its implementation. Parker Review, which looked at ethnic diversity on UK company boards, and intend to comply with its However, other aspects of the Board’s usual programme recommendation to appoint a Director from an ethnic have not been possible in 2020. In particular, our minority background by 2024. We already comply with visits to the Group’s operations had to be cancelled in the Hampton‑Alexander requirement for 33% of the response to the virus. These are important events for Board to be female. us, as they allow us to engage with the workforce, to see the Group’s products in action, gain greater insight BOARD EVALUATION into performance and understand how our teams are In the final quarter of the year, we ran an internal responding to clients’ needs. We intend to restart these evaluation of the Board and its Committees. visits once it is safe to do so. Further details on this can be found on page 75. 62 SECTION 02 GOVERNANCE REPORT GOVERNANCE AND RISK The Board continues to keep the Group’s governance framework under review, to ensure it remains fit for purpose in an increasingly complex operating environment. There were no significant changes to C the framework during the year. orporate Risk remains a key focus for us and in particular we have spent time considering the Group’s continuing programme to assure that its IT security remains valid G OVERNANCE and robust. While the Group has had to re‑prioritise its capital expenditure in response to COVID‑19, the Board has ensured that a number of risk‑related activities were ringfenced. More information about our R eport approach to risk can be found in the Risk Committee report on pages 88 to 94 and in the Principal Risks and Uncertainties section on pages 51 to 55. CONCLUSION The pandemic has made this a highly unusual year for all companies and the Board has worked hard to ensure EQ has responded effectively, while maintaining its focus on critical areas of ongoing work. We will continue to review and develop our corporate governance structures and the Group’s risk management and internal controls, to support the long‑term sustainable success of the Company and to ensure we protect the interests of all of our stakeholders. Philip Yea Chairman 1 April 2021 Equiniti Group plc Annual Report 2020 Equiniti Group 63 BOARD OF DIRECTORS PHILIP YEA CHERYL MILLINGTON JOHN STIER DARREN POPE ALISON BURNS CHAIRMAN CHIEF EXECUTIVE CHIEF FINANCIAL SENIOR INDEPENDENT INDEPENDENT Appointed: Appointed: OFFICER DIRECTOR NON-EXECUTIVE July 2017 November 2018 Appointed: Appointed: DIRECTOR (Independent upon as an independent June 2015 December 2016 Appointed: Appointment) non‑executive Director and April 2018 as Chief Executive, on an interim basis, January 2021 Philip was chief executive Cheryl’s experience has A qualified accountant, Darren is a qualified Alison has held executive of 3i Group plc from been gained through her prior to joining the accountant with over and non‑executive roles 2004 to 2009. A qualified senior leadership roles Company John was the 30 years of experience within Aviva plc, including accountant, he is also a in technology across Chief Financial Officer of in the financial services the position of CEO former finance director a variety of sectors, Northgate Information industry, the majority of of Aviva Ireland. She of Diageo plc and, including financial Solutions Ltd for over which has been spent in has extensive financial as finance director of services and retail, 10 years. Prior to that, he retail financial services. services experience, Guinness PLC, was closely most recently as Chief was the Chief Financial Most recently Darren gained in senior roles involved in the creation Digital Officer at both Officer of Subterra served as CFO of TSB with Santander, Lloyds of Diageo through Travis Perkins plc and Ltd, a subsidiary of Bank plc, having led TSB and AXA UK. Guinness's merger with at Waitrose Ltd. Her Thames Water plc, which the initial stages of its GrandMet in 1997. prior roles include Chief delivered engineering separation from Lloyds Skills and Experience Information Officer & services to businesses Banking Group. He was Beneficial to the Skills and Experience Data Officer at Asda and across Europe. a non‑executive director Company: Beneficial to the Group Transformation of Virgin Money Holdings Alison has in‑depth Company: Director at HBOS plc. Skills and Experience (UK) plc prior to its knowledge of the Philip is an experienced Beneficial to the merger with CYBG plc. insurance and financial Chairman with in‑depth Skills and Experience Company: services sectors, two key knowledge of both the Beneficial to the John’s considerable Skills and Experience markets for the Group. quoted and private Company: finance experience, and Beneficial to the Alison’s experience has equity sectors. With his Cheryl brings deep his extensive executive Company: provided her with an considerable executive technological, business experience have been Darren’s considerable insight into the customer’s experience, he brings leadership and customer invaluable in his role as accounting experience viewpoint, alongside valuable skills to the centric experience, Chief Financial Officer, in and his in‑depth operational experience, Board. His knowledge of gained across a variety managing the Company’s knowledge of the retail which are skills required the international business of sectors, including balance sheet and financial services sector, by the Board. environment will be of financial services ensuring it has the firm a key business sector for particular importance as and retail, which is financial foundation from the Group, is beneficial Other Appointments: Equiniti continues on the very relevant to our which it has grown from to his role as Chair of the Non‑executive Director next stage of its growth marketplace. being a private‑equity Audit Committee and as of Bank of Ireland (UK) plc and development as an run business to a main a member of the Board. Non‑executive Director international business. Other appointments: market, FTSE listed Other Appointments: of National House Non‑executive Director business. Building Council Other Appointments: of Atom Bank plc Chair of Silicon Non‑executive Chairman Other Appointments: Valley Bank UK Ltd Non‑executive Director of Mondi plc Non‑executive Director Non‑executive Director (unregulated) of RPMI Limited of Hays plc and Audit Chair at Non‑executive Director Redburn (Europe) Limited Non‑executive Director of Marshall of Cambridge Trustee of Durham of Virgin Money UK PLC (Holdings) Ltd University Non‑executive Director of Network International Holdings plc CHAIR N CHAIR RC ERC CHAIR A D A R D E B SB N R A Rm 64 KEY BOARD COMMITTEES A D N Rm R Audit Disclosure Nomination Remuneration Risk Committee Committee Committee Committee Committee SECTION 02 GOVERNANCE REPORT MARK BROOKER SALLY-ANN HIBBERD DR TIM MILLER PAUL LYNAM INDEPENDENT INDEPENDENT INDEPENDENT CHIEF EXECUTIVE NON-EXECUTIVE NON-EXECUTIVE NON-EXECUTIVE DESIGNATE DIRECTOR DIRECTOR DIRECTOR To be Appointed: Appointed: Appointed: Appointed: 1 April 2021 November 2018 August 2016 February 2015 B OARD Mark’s executive career Sally‑Ann previously During his 14 years at Paul’s experience has O has involved senior roles served as COO of the Standard Chartered been gained through F D in technology‑centric international division Bank, Tim held a number his prior role as chief IRECTORS businesses, including and latterly as Group of director level positions executive of Secure Betfair where he was Operations and with global responsibility Trust Bank plc and via COO and Trainline, Technology Director of for areas including human his executive leadership where he held a similar Willis Group, and held a resources, compliance, roles at RBS and role, providing strong number of senior executive audit, assurance, financial NatWest, including being management and roles at Lloyds TSB.