Compliance with the QCA Corporate Governance Code 2018

The Group complies with the principles of the Quoted Companies Alliance ("QCA") Corporate Governance Code 2018 to the extent considered appropriate for a company of this size and in many areas we exceed and continue to improve on the requirements of the QCA Code where we are able to.

The ten principles of the QCA Code are set out below with details as to how Renew complies with each principle or an explanation as to why it does not. 

Click here to read David Forbes’ introduction to Corporate Governance

We seek to deliver value to shareholders through our established and proven strategy, providing reliable capital growth. As a holding company, Renew grants a degree of autonomy to its operating subsidiaries, enabling them to be competitive and effective in their individual markets whilst setting overall standards. Our independently branded subsidiary businesses have expert knowledge in their individual markets and directly deliver engineering services aligned to the needs of our clients, many of which are responsible for the long-term maintenance and renewal of national infrastructure networks.

Individual shareholders

Members of the Board have dialogue with individual shareholders during the year and the Chairman addresses shareholders at the Group’s Annual General Meeting (“AGM”) where questions are invited. Notice of the Group’s AGM is provided to shareholders at least 21 days in advance of the meeting. Where resolutions at the AGM are dealt with by show of hands, the results of proxy votes are also announced by the Company Secretary.

Financial and other information about the Group is available via the Company’s website: www.renewholdings.com. Shareholders can also find a link to the website of Link Asset Services Limited for details of their shareholding.

Shareholders wishing to contact the Company directly should address communication to the Group’s Company Secretary, Sean Wyndham-Quin by email to info@renewholdings.com or by post to Renew Holdings plc, 3175 Century Way, Thorpe Park, Leeds, LS15 8ZB.

Institutional shareholders

The Chief Executive and Chief Financial Officer communicate with institutional investors frequently through formal meetings immediately following the Group’s interim and preliminary financial results as well as through capital markets presentations and informal briefings. It is the intention of the Directors to understand the objectives and concerns of its institutional shareholders through both direct communications and through analyst and broker briefings.

The Chief Financial Officer is responsible for informing the Board of the views and concerns of its major shareholders. The Board makes itself available to meet with institutional investors as required to discuss matters as they arise.

Shareholder engagement activities

December Preliminary results roadshow
January Annual General Meeting
May Interim results roadshow

 

By the effective management and control of our subsidiary businesses, we deliver the key elements of the Group’s business model and ultimately shareholder value. Our business is supported in this through its key resources and relationships. Effective relationships with our stakeholders are critical to the continued success of our business.

Employees

Effective communication with our employees is key to successfully managing our business. Renew’s subsidiaries benefit from Group-wide communications on shared topics including health and safety, HR, IT, commercial and finance policies and procedures. Our subsidiary businesses undertake a range of initiatives to engage with their employees including employee newsletters, social media channels and employee surveys. The Board recognises the critical role our employees play in the delivery of the Group’s success.

Operating companies

Our Executive Directors are in daily contact with our subsidiary businesses. Each month the subsidiary management meetings are attended by at least one member of the senior management team. Our subsidiary businesses are supported by the central Renew team across its business functions. During the year the Group’s safety advisors shared their knowledge and best practice at an internal safety forum. Similarly in IT, commercial, HR and finance, knowledge sharing is key to achieving our improvement targets. Our Executive team frequently visits the Group’s subsidiary businesses and has an in-depth knowledge of their day-to-day operations. Communication between our subsidiary businesses and the Executive team is a critical element of the effective running of the Group’s operations.

Communities 

Our businesses work hard to ensure they effectively communicate with the public when undertaking their work. Our businesses hold public events to inform and update the public on the nature and progress of work as appropriate.

Where we receive feedback from the public on societal matters we would seek to amend our programme of works where possible to address any concerns raised.

Shareholders

Communication with our shareholders takes place throughout the year and includes dialogue at our AGM, through participation in investor and analyst site visits as well as meetings with institutional investors. The feedback we receive through these channels helps guide the structure of future communications. In addition to the Regulatory News Service announcements the Company releases we also provide information to shareholders via the Group’s website at www.renewholdings.com.

Customers

Strong communication with our customers is critical for our businesses to understand and deliver the requirements of their clients. The long-term nature of the work we undertake means this assists us in forging close working relationships where recognising both current and future requirements supports the entire life cycle of these relationships.

Suppliers

Trusted suppliers assist us in delivering a “right first time” and responsive service.

The Executive Directors provide regular updates to the Board on the principal risks and controls across the Group, including the roles and responsibilities of key management in managing those risks. The Executive team works with its subsidiary businesses to identify and assess key risks in their businesses. It also facilitates the embedding and monitoring of the Board’s agreed risk management process within the business, under the direction of the Executive Directors ensuring controls are implemented effectively.

Internal controls

The Directors acknowledge that they have overall responsibility for the Group’s system of internal control and for reviewing and monitoring its effectiveness. The system of internal control is designed to manage and mitigate, rather than eliminate, the risks to which the Group is exposed and therefore provides a reasonable, but not absolute, assurance against a company failing to meet its business objectives or against material misstatement or loss. The Group operates a risk management process, which is embedded in normal management and governance processes. There is a system of self-examination of risk areas and controls by subsidiaries and departments within the Group. Where significant risks are identified, the probability of those risks occurring, their potential impact and the plans for managing and mitigating each of those risks is reported.

The Group operates a series of controls which include the annual strategic planning and budgeting process; short, medium and long-term cash monitoring achieved by means of daily, weekly and monthly forecasts which are compared against budget and previous forecasts; clearly defined capital investment guidelines and levels of authority; and a clear organisational structure within which individuals’ responsibilities are identified and monitored. These results and processes are monitored, updated, reviewed and considered by the Board.

BOD pie.png

The Group has established a series of Group minimum requirements in a number of financial, commercial and operational areas with which each business within the Group must comply. The senior management team monitors and reviews compliance with these requirements on a regular basis. Due to the size and nature of the Group, the Board does not consider that a separate internal audit function is necessary. For the last 14 years and including 2020, the Group has carried out a programme of internal audit conducted by the Group Commercial Director and by members of the various subsidiaries’ finance teams. This system of peer review promotes best practice as well as ensuring that Group minimum requirements, as well as procedures and internal controls, are being complied with.

The reports from these internal audits are made available both to the Board and to the external auditor. Senior management and employees play a critical role in the identification of risk. Employees are often the first to become aware of risk and the effective communication between employees and senior management is considered key in this area.

Independence of non-executive Directors

The Board adopts the principles of the QCA Corporate Governance Code 2018 regarding tenure of the Board and seeks to balance experience and the need to refresh the Board. In assessing the continued independence of Directors, where they have served more than nine years, the Board considers their independence of judgement and ability to continue to challenge the Board. 

Renew complies with the provision of Board independence as the Group has at least two independent Non-executive Directors.

D M Forbes Non-executive Chairman Independent
D A Brown Non-executive Director Independent
S Dasani  Non-executive Director Independent
S A Hazell Non-executive Director Independent
P Scott Chief Executive Officer  
S C Wyndham-Quin Chief Financial Officer  
A P Liebenberg Executive Director  

Board Committees

The Board operates with a number of Committees. Shatish Dasani acts as Chairman of the Audit and Risk Committee, David Forbes acts as Chairman of the Nomination Committee and David Brown, the Senior Independent Non-executive Director, chairs the Remuneration Committee. The Board delegates clearly defined powers to its Remuneration, Nomination and Audit and Risk Committees. Each of the Board’s Committees has carefully drafted terms of reference.

Remuneration Committee

The Remuneration Committee, which comprises all the Non-executive Directors, determines and agrees with the Board the framework and policy of executive remuneration packages, including bonuses, incentive payments, share options or awards and pension arrangements. The Remuneration Committee has held four meetings in the year.

Nominations Committee 

The Nomination Committee, which comprises all the Non-executive Directors, monitors the composition of the Board and recommends the appointment of new Directors. The Nomination Committee has held two meetings during the year.

Audit and Risk Committee 

The Audit and Risk Committee has held four meetings to consider matters within its terms of reference as set out in its report. The Audit and Risk Committee consists of all four Non-executive Directors. The Executive Directors are invited to attend Audit and Risk Committee meetings but at least one meeting each year is held with the external auditor at which the Executive Directors are not present.

General Purposes Committee

The Board forms a General Purposes Committee from time to time as it deems necessary. This Committee comprises any two of the Executive Directors as determined by the Board to consider individual business matters, which have been specifically delegated to it by the Board.

Board and Committee Meetings

The Board met formally 15 times in the year ended 30 September 2020 with all Directors in attendance. Committee meetings dealing with the daily business of the Company were held as necessary. The Board receives written and oral reports from the Executive Directors ensuring matters are considered fully and enabling Directors to discharge their duties properly. There is a formal schedule of matters reserved for the Board’s decision ensuring the maintenance of control over strategic, financial and operational matters.

Board Effectiveness

Board composition

The Board comprises the independent Non-executive Chairman, the Chief Executive Officer, two Executive Directors and three independent Non-executive Directors. Brief biographies of the Directors can be viewed here.

Stephanie Hazell was appointed as a Non-executive Director on 1 March 2020. The Board comprises four independent Non-executive Directors and three Executive Directors.

Time commitment

Directors are expected to commit as much time as is necessary to fully undertake their duties. Board members are expected to attend all Board meetings and Committee meetings as well as any additional meetings as requested.

Details of the Board members' skills and experience are noted in the Board of Directors section of this website.

The members of the Board bring a range of expertise on issues of performance, strategy and governance, which are vital to the success of the Group. The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience.

Senior Independent Director

David Brown is the Senior Independent Director and undertakes a key role in supporting the Chairman in the effective running of the Board.

Company Secretary

Sean Wyndham-Quin is responsible for assisting the Board in discharging its statutory duties and responsibilities as well as liaising with the Group’s shareholders and other stakeholder groups.

External advisors

For the appointment of a new Non-executive Director, a specialist executive search agency was engaged.

Professional development

Appropriate training, briefings and inductions are available to all Directors on appointment and subsequently as necessary, considering existing qualifications and experience. The Board members have many years of relevant experience and each is responsible for ensuring their continuing professional development to maintain their effective skills and knowledge.

Independent advice

Procedures are in place for the Directors to seek independent professional advice, if necessary, at the Company’s expense.

Board and Committee meetings

The Directors attended the following meetings in the year ended 30 September 2020:

  Main Board Audit and Risk Committee Remuneration Committee Nomination Committee
D M Forbes 15/15 4/4 4/4 2/2
D A Brown 15/15 4/4 4/4 2/2
S A Hazell* 10/10 2/2 2/2 2/2
S D Dasani 15/15 4/4 4/4 2/2
P Scott 15/15
S C Wyndham-Quin 15/15
A P  Liebenberg 15/15

* Stephanie Hazell joined the Board in March 2020.

The Chairman and fellow members of the Board are responsible for making sure Board members are updated with information concerning the state of the business and its performance, and information necessary for them to effectively discharge their duties and responsibilities, in a timely manner.

Every two years Board members are required to complete a questionnaire to evaluate both the Board as a whole and its individual members providing an opportunity for comment and suggestions for improvements. The responses to the surveys are provided to the Chairman who prepares a report and actions are shared with the Board. The last formal Board review was undertaken in 2020.

It is the ambition of the Board that the evaluation of the Board will be externally facilitated every three years to assess the Board and its Committees to ensure they are equipped to support the Group’s evolving requirements. This process takes the format of an initial questionnaire followed by interviews and Board observations. Areas of focus are identified, and an action plan is prepared for the Board.

Succession planning

Continuity of leadership is recognised as a critical factor in maintaining both short-term and longer-term business success. Succession planning and management are key to delivering this continuity. Each year the Board carries out its annual review of succession planning at both Board and subsidiary business level as part of its strategic review process.

Board 

The Nomination Committee considers succession planning for the Board each year, considering the challenges specific to the required role. The Chairman is responsible for overseeing the process of succession planning for the Board.

In identifying suitable external Board candidates, independent executive search consultants will normally be used.

Senior management 

The executive level succession framework, which addresses senior management succession in the Group’s subsidiary businesses, forms part of the subsidiary budget and strategic planning process and is reported to the Board on an annual basis.

Renew’s vision is to safely and responsibly deliver essential engineering services to some of the country’s key infrastructure assets: “Engineering Infrastructure for the future”. To deliver a growing business in the challenging Rail, Energy, Environmental and Infrastructure market sectors we set overall standards for our subsidiary businesses through a formal framework to promote best practice and knowledge sharing. The Board is responsible for ensuring the corporate culture is implemented throughout the business and it will continue to evolve the governance framework as we move through 2021.

Our business model and strategy drive our corporate culture and in the year the Group focused on further developing its behavioural safety initiatives supported across the subsidiary businesses with campaigns to empower employees to improve the safety of their individual environments.

The Board monitors and promotes its corporate culture assisted by its senior management team which plays a vital role in disseminating the Company’s shared values with its employees. Within our subsidiary businesses, monthly management meetings are attended by at least one member of the senior management team. Regular Executive Management Committee meetings are held with the involvement of all the Managing Directors and the senior management team. In conjunction with annual events, including the Senior Managers’ Conference, the Board can assess the Group’s culture on an ongoing basis.

Roles and responsibilities

Chairman

The Board, run by Chairman David Forbes, is responsible for Group strategy, results, direction, risk management and business performance. The Board is ultimately responsible for overseeing the success of the Group.

Chief Executive

Chief Executive Paul Scott oversees the management of the business supported by his Executive team with responsibility for delivery of the Group’s strategic direction and management of its day‑to‑day performance.

The Senior Independent Director

David Brown is the Senior Independent Director and undertakes a key role in supporting the Chairman in the effective running of the Board.

Chief Financial Officer and Company Secretary

Sean Wyndham-Quin is responsible for assisting the Board in discharging its statutory duties and responsibilities as well as liaising with the Group’s shareholders and other stakeholder groups.

Appropriate training, briefings and inductions are available to all Directors on appointment and subsequently as necessary, taking into account existing qualifications and experience.

Procedures are in place for the Directors to seek independent professional advice, if necessary, at the Company’s expense.

Board and Committee Meetings

The Board met 15 times during the year. Committee meetings dealing with the daily business of the Company were held as necessary. The Board receives written and oral reports from the Executive Directors ensuring matters are considered fully and enabling Directors to discharge their duties properly. There is a formal schedule of matters reserved for the Board’s decision ensuring the maintenance of control over strategic, financial and operational matters.

Board Committees

The Board delegates clearly defined powers to its Remuneration, Nomination and Audit and Risk Committees. Each of the Board’s Committees has carefully drafted terms of reference.

Remuneration Committee

The Remuneration Committee, which comprises of David Forbes, David Brown, Shatish Dasani and Stephanie Hazell, determines and agrees with the Board the framework and policy of executive remuneration packages.

Nominations committee

The Nomination Committee, which comprises all four Non-executive Directors, monitors the composition of the Board and recommends the appointment of new Directors.

 Audit and Risk Committee

The Audit and Risk Committee consists of all four Non-executive Directors. The Executive Directors are invited to attend Audit and Risk Committee meetings but at least one meeting is held each year with the external auditor at which the Executive Directors are not present.

The Board is responsible for ensuring thorough corporate governance is applied throughout its business and will be continuing to work towards improving its governance framework throughout 2021. The continued growth of the Group has necessitated further review and revaluation of the governance framework the Group applies. The Group has a series of Group minimum requirements in a number of financial and operational areas with which each business within the Group must comply.

Board and Committee Meetings

The Board met formally 15 times in the year ended 30 September 2020 with all Directors in attendance. Committee meetings dealing with the daily business of the Company were held as necessary. The Board receives written and oral reports from the Executive Directors ensuring matters are considered fully and enabling Directors to discharge their duties properly. There is a formal schedule of matters reserved for the Board’s decision ensuring the maintenance of control over strategic, financial and operational matters.

Committee reporting

Audit and Risk report

The Audit and Risk Committee Report is contained in the 2020 Annual Report and Accounts.

Remuneration Report

The latest Remuneration Report is contained in the 2020 Annual Report and Accounts.

Shareholder engagement

We regularly engage with our shareholders including through results presentations and roadshows, our Annual General Meeting, investor and analyst site visits and institutional investor meetings. Feedback received via these channels is an important element of shaping the Group’s future communications.

Corporate information (including all Company announcements and presentations) is available to shareholders, investors and the public in the Investors section of the Company’s corporate website, www.renewholdings.com/investors.  
 
The Chief Financial Officer and Company Secretary, Sean Wyndham-Quin, is the primary contact for all investor relations queries and can be contacted by email at​​ info@renewholdings.com or by post at Renew Holdings plc, 3175 Century Way, Thorpe Park, Leeds LS15 8ZB.

Shareholder voting

The tables below show the votes cast at the 2021 Annual General Meeting held on 27 January 2021.

2021 Annual General Meeting voting results

The Sixty First Annual General Meeting of Renew Holdings plc was held on Wednesday 27 January 2021 at 11.00am. To consider and, if thought fit, pass resolutions 1 to 9 below as ordinary resolutions and resolutions 10 and 11 below as special resolutions.

  Voting for Voting against Voting withheld
Ordinary resolution 1
The directors of the Company (the “Directors”) are required to present to shareholders at the AGM the audited accounts of the Company, and the reports of the Directors and auditor, for the year ended 30 September 2020.
44,153,395 13,630 5,637
Ordinary resolution 2 
A final dividend can only be paid after the shareholders have approved it at a general meeting. The Directors are recommending a final dividend of 8.33p per Ordinary Share, payable to shareholders on the register at the close of business on 29 January 2021. If approved, it is expected that the final dividend will be paid on 5 March 2021.
44,171,230 0 1,432
Ordinary resolution 3
The Company’s Articles of Association require one third of the Directors to retire from office each year (or, if their number is not a multiple of three, the number nearest to but not greater than one-third). Sean Wyndham-Quin and David Brown are each retiring and seeking re-election at the AGM.
43,377,859 117,346 677,457
Ordinary resolution 4
Stephanie Hazell was appointed as a Director of the Company on 1 March 2020, subsequent to the date of the last Annual General Meeting and is required by the Company’s Articles of Association to retire at this year’s AGM. The Board recommends that she be re-elected and resolution 5 proposes her re-election.
44,053,091 21,576 103,773
Ordinary resolution 5
Biographical information for all the Directors standing for election or re-election is included on page 69 of the Directors’ report in the Company’s Annual Report and Accounts. Having considered the performance of and contribution made by each of the Directors and following formal performance evaluation for those Directors standing for re-election, the board of Directors (the “Board”) remains satisfied that, and the Chair confirms that, the performance of each Director continues to be effective and to demonstrate commitment to the role and as such the Board recommends their re-election.
44,167,282 7,000 847
Ordinary resolution 6
The directors’ remuneration report is set out in the Company’s Annual Report and Accounts for the year ended 30 September 2020. The vote is advisory and the Directors’ entitlement to remuneration is not conditional on it.
42,914,640 1,044,022 217,858
Ordinary resolution 7
The Companies Act 2006 (the “Act”) requires that auditor be appointed at each general meeting at which accounts are laid to hold office until the next such meeting. The appointment of KPMG LLP as auditor of the Company terminates at the conclusion of the AGM. It has indicated its willingness to stand for reappointment as auditor of the Company until the conclusion of the AGM in 2022. The Audit and Risk Committee of the Board (the “Audit and Risk Committee”) keeps under review the independence and objectivity of the external auditor and further information can be found on pages 59 to 60 of the Company’s Annual Report and Accounts. After considering the relevant information, the Audit and Risk Committee has recommended to the Board that KPMG LLP be reappointed as auditor.
43,771,846 399,497 5,319
Ordinary resolution 8
It is normal practice for shareholders to resolve at the AGM that the Audit and Risk Committee decides on the level of remuneration of the auditor for the audit work to be carried out by it in the next financial year. The amount of the remuneration paid to the auditor for the next financial year will be disclosed in the next audited accounts of the Company.
44,009,599 113,006 54,057
Ordinary resolution 9
The Directors may only allot shares or grant rights over shares if authorised to do so by shareholders. The Investment Association (“IA”) guidelines on authority to allot shares state that IA members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to one-third of a company’s issued share capital. Accordingly, resolution 9, if passed, would authorise the Directors under section 551 of the Act to allot new shares or grant rights to subscribe for, or convert any security into, new shares (subject to shareholders’ pre-emption rights (unless and to the extent disapplied)) up to a maximum nominal amount of £2,622,711 representing the IA guideline limit of approximately one third of the Company’s issued Ordinary Share capital (excluding shares held in treasury) as at 22 December 2020 (being the latest practicable date prior to the publication of this document). Passing this resolution will ensure that the Directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. There are no current plans to issue new shares except in connection with employee share schemes.
44,052,215 110,485 19,740
Special resolution 10
Resolution 10 contains a two-part disapplication of statutory pre-emption rights. Other than in connection with a rights issue or other pre-emptive issue, the power contained in resolution 10 would be limited to a maximum nominal amount of £393,406, which would equate to 3,934,060 Ordinary Shares in the capital of the Company, representing approximately 5 per cent of the Company’s issued share capital as at 22 December 2020, being the latest practicable date prior to the publication of the Notice of Meeting 2021 document.
43,959,196 201,004 22,240

Special resolution 11
Resolution 11 is a further disapplication of pre-emption rights limited to an additional 5 per cent of issued Ordinary Share capital to be used for transactions which the Directors determine to be an acquisition or specified capital investment. This power would be limited to a maximum nominal amount of £393,406, which would equate to 3,934,060 Ordinary Shares in the capital of the Company, representing approximately 5 per cent of the Company’s issued share capital as at 22 December 2020, being the latest practicable date prior to the publication of this AGM notice.

If passed, these authorities will expire at the same time as the authority to allot shares given pursuant to resolution 9.

43,459,246 709,769 13,425