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GOVERNANCE QUERIES

For all Governance queries, please contact: Company.Secretariat@Bakkavor.com

CORPORATE GOVERNANCE

The Group Board is committed to the highest governance standards and considers that the Group’s governance framework reflects its business structure, culture and values, and the requirements of the UK Corporate Governance Code. Through this framework, Bakkavor provides assurance to all its stakeholders that it is a well-managed, responsible company.

The Group Board retains ultimate responsibility for the overall conduct and long-term success of the Group, upholding corporate governance standards, and determining the strategic objectives of the Group. It is supported by, and delegates certain functions to the Chief Executive Officer, Management Board, Audit and Risk Committee, Remuneration Committee, Nomination Committee and ESG Committee.

Senior Executive Team ("SET")

  • The SET meets on a regular basis throughout the year (on a schedule aligned to the Group Board meetings) to focus on strategic, operational, commercial, regulatory and risk matters.
  • The SET comprises the Group CEO and Group CFO and CEO Asia (the Executive Directors) and the Group Chief People Officer (“CPO”), UK Managing Director (“MD”) Meals, UK MD Bakery and US COO.
  • Other senior leaders in the business (risk, regulatory, finance, strategy) are invited to the meetings of the SET from time to time and the Executive Directors share feedback from the meetings with the Group Board.


Board of Directors

Committees

Audit And Risk Committee

The role of the Audit and Risk Committee is to monitor the integrity of the Group’s Financial Statements and announcements, review internal financial controls and risk management systems, monitor and review the Internal Audit function, recommend the appointment of the External Auditors, review the effectiveness of their work and to develop and implement policy on the use of the External Auditors for non-audit services.

Nomination Committee

The Nomination Committee assists the Group Board in reviewing its structure, size and composition and reviewing succession plans for the Directors, including the Chairman and Chief Executive and other senior executives.

ESG Committee

The ESG Committee is responsible for the governance and oversight of the Group ESG Strategy and all other ESG matters.

Remuneration Committee

The Remuneration Committee recommends the Group’s policy on Executive remuneration, determines the levels of remuneration for Executive Directors and the Chairman and prepares an annual remuneration report for approval by the Shareholders at the Annual General Meeting.

Articles of Association

The Company’s Articles of Association set out the objects and powers of the Company. The Articles of Association detail the rights attaching to shares, the method by which the Company’s shares can be purchased or re-issued, the provisions which apply to the holding of and voting at general meetings and the rules relating to the Directors, including their appointment, retirement, re-election, duties and powers.

Section 430 (2b) Companies Act 2006 Statement

Ben Waldron CEASED TO BE AN EXECUTIVE DIRECTOR OF BAKKAVOR GROUP PLC ON 31 October 2024

The following information is provided in accordance with Section 430 (2B) of the Companies Act 2006.

Further to the announcement on 5 September 2024, Ben Waldron ceased to be a Director of Bakkavor Group plc on 31 October 2024 and it is anticipated that he will remain an employee of the Group until 30 April 2025 to ensure a smooth handover.

Details of the remuneration arrangements and departure terms made are set out below. These terms are in line with the Company’s Directors’ Remuneration Policy (Policy) which was approved by shareholders at the 2024 Annual General Meeting.

Salary and benefits
Ben’s 12-month notice period commenced on 5 September 2024 and he ceased to be a director on 31 October 2024. Ben will receive his base salary, benefits and pension until he ceases employment which is expected to be on 30 April 2025. Ben will not receive a payment in lieu of notice for the remaining unexpired period of notice.

Annual bonus
Ben will be eligible for an annual bonus in respect of the 2024 financial year and, as it is anticipated he will remain in employment for the full 2024 financial year, this bonus will not be pro-rated. The bonus will be determined and paid at the normal time in 2025 following the year end audit and will be delivered in the form of cash and deferred shares as set out in the Policy.
Ben’s unvested deferred bonus awards will vest on their normal vesting dates.

Long term incentives
Ben has interests in unvested long term incentive awards and these will vest on their normal vesting dates subject to the achievement of performance conditions and a pro rata reduction to reflect Ben’s period of employment relative to the relevant three-year vesting periods. A two year holding period will apply on any vested awards. Ben will not receive an LTIP award in 2025.

All outstanding share awards will remain subject to malus and clawback conditions.

There are no payments for loss of office.

31 October 2024




Patrick Cook CEASED TO BE A Non-EXECUTIVE DIRECTOR OF BAKKAVOR GROUP PLC ON 16 january 2024

The following information is provided in accordance with Section 430 (2B) of the Companies Act 2006.

Further to the announcement on 15 January 2024, Patrick Cook ceased to be a Non-executive Director of Bakkavor Group plc on 16 January 2024.

No remuneration payment or payment for loss of office will be made to Patrick Cook in connection with the termination of his appointment.

16 January 2024