The Board presents its governance report in line with the Wates Corporate Governance Principles for Large Private Companies.

PURPOSE AND LEADERSHIP

The serving Board has been subject to change during the financial year as a result of ESO Capital Partners UK LLP (ESO) investment in the company. However, the purpose remains to oversee the management of the business and its long term success.

The Board and Executive Team have invested time during the financial year to 31 March 2020 to develop its service offerings and widen its customer base. Management continues to demonstrate the core values and principles established within Arcus which helps to drive the culture and attitudes expected across the organisation.

BOARD COMPOSITION

The composition of the Board is designed to ensure clear accountability for the management of the business and oversight of the management team and brings together a broad range of experience of the sector. Following the ESO investment, the Board brings external perspectives from other industries. To this end, the Board has both executive and non-executive directors.

DIRECTOR RESPONSIBILITIES

The Board receives and reviews management information on a monthly basis from the business, including health and safety performance, financial performance, treasury forecasts, new business activity and risk information.

The Board is responsible for agreeing performance targets with the business, including the annual financial budget and the longer-term strategic plan.

The Executive members of the Board also form part of the Senior Leadership team, which includes the leaders of the operational divisions and the key functions within the organisation.

OPPORTUNITY AND RISK

The Board, in discharging its duty to oversee the long term success of the business, has a role to ensure that opportunity is considered as well as risk.

Risk typically occupies more management time than opportunity, and the key themes are summarised in the Strategic report, within the ‘principal risks and uncertainties’ section. In addition, the Board will consider operation risks in response to incidents that are reported to the Board and challenge management to improve processes so that they cannot recur.

The Audit Committee also plays a key role in managing risk. The Committee provides oversight of the financial reporting process, the audit process, the company’s system of internal controls and compliance with laws and regulations.

Opportunities considered by the Board on a monthly basis include our new business activity and pipeline, and just as importantly the opportunity to use our track record and relationships to broaden our scope of work with existing clients.

REMUNERATION

The Remuneration Committee has the responsibility for considering the remuneration of senior employees. Pay and incentives are consistently reviewed to ensure these are consistent with the external market. Bonus targets are based on defined criteria, all of which is awarded after the end of the financial year.

The criteria for the Senior Leadership team to earn bonus will be aligned with overall performance of the Group against its strategic objectives, thus helping to align management and shareholder interests.

STAKEHOLDER RELATIONSHIPS AND ENGAGEMENT

As an organisation, we have been measuring our carbon emissions consistently in recent years. We have been successful in reducing waste, however, it remains a priority to do more. Accordingly, our environmental metrics have been strengthened and the Board will be reviewing this performance regularly.

Supplier payment practice has been a high profile subject in our sector. The company has pursued a policy of strong cash flow to ensure our suppliers are paid on time. Our published Payment Practices and Performance reports from the financial year show that for the six months to March 2020, the average time to pay suppliers from unrelated companies was 49 days, well within our standard terms of 2 months plus 4 working days.