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Governance

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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.

Schedule of Matters Reserved for the Board

Management Board

The Management Board implements the strategic objectives of the Group Board, determines investment policies, agrees on performance criteria and delegates to senior management the detailed planning and implementation of those objectives and policies in accordance with appropriate risk parameters. It monitors compliance with policies and achievement against objectives by holding management accountable for its activities through monthly and quarterly performance reporting and budget updates.

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.

Audit and Risk Committee Terms of Reference

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.

Nomination Terms of Reference

ESG Committee

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

ESG Terms of Reference

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.

Remuneration Committee Terms of Reference

Group Policies

Click here to view our Group policies.

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.

Articles of Association of Bakkavor Group plc

Section 430 (2b) Companies Act 2006 Statement

Edwin Peter gates ceased to be an executive director of Bakkavor Group plc on 26 December 2020

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

Further to the announcement on 14 October 2020, Edwin Peter Gates ceased to be an Executive Director of Bakkavor Group Plc on 26 December 2020. Mr Gates will work with the Company to ensure a smooth handover.

Mr Gates contractual salary, pension and benefits will be paid on a pro-rata basis up until 26 December 2020. No other remuneration payment or payment for loss of office of the type specified in Section 430(2B) will be made.

26 December 2020

SUE CLARK CEASED TO BE A NON-EXECUTIVE DIRECTOR OF BAKKAVOR GROUP PLC ON 27 NOVEMBER 2020

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

Sue Clark ceased to be a Non-Executive Director of Bakkavor Group plc on 27 November 2020.

Sue Clark received her annual fee of £70,000 per annum, on a pro-rata basis up until 27 November 2020. No other remuneration payment or payment for loss of office of the type specified in Section 430 (2B) will be made.

30 November 2020

Todd Krasnow ceased to be a non-executive director of bakkavor group plc on 20 october 2020

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

Todd Krasnow ceased to be a Non-Executive Director of Bakkavor Group Plc on 20 October 2020.

Todd will receive his annual fee of £100,000 per annum, on a pro-rata basis up until 20 October 2020. No other remuneration payment or payment for loss of office will be made.

14 September 2020