Corporate Governance

Corporate Governance

Introduction
FDM Group operates within the requirements of the UK Corporate Governance Code (the “Code”) issued by the Financial Reporting Council and published in July 2018, and meets other requirements including the Disclosure and Transparency Rules of the Financial Conduct Authority and the Listing Rules of the UK Listing Authority. The promotion of sound corporate governance has always been, and remains, a priority for the FDM Group Board. The Board recognises that one of its key roles is to ensure that FDM’s culture and values are aligned with our strategy. FDM’s business is supported by a strong cultural identity which helps to ensure that our goals are understood and shared by all of our people and that they support our strategic aims.

An effective framework of governance will help to ensure that our culture and values strengthen the implementation of our strategy, supporting the long-term sustainable success of our business, delivering value for our shareholders and enhancing our contribution to our other stakeholders and the communities in which we operate. Further details of that framework of governance are set out below.

Code of Business Conduct
FDM is committed to acting ethically and with integrity in all its business dealings. Our core set of values form the foundations of who we are and what we are committed to. Our Code of Conduct summarises and provides a framework for these core values, which are developed in greater detail in other policies and procedures. The FDM Code of Conduct can be viewed here.

Schedule of Matters Reserved for the Board
A schedule of formal matters reserved for the Board’s decision and approval is available as a download here. The schedule of reserved matters was updated by the Board on 1 November 2018.

Board Diversity Policy
The Board is committed to the further promotion of diversity and inclusiveness of all kinds throughout our organisation. In 2018 we were delighted to be able to report that our UK median gender pay-gap remained at 0.0%, and our mean gender pay-gap was 5.7%, reduced slightly from the prior year. We have also been pleased to participate again this year in the Hampton-Alexander Review which set a target for the percentage of women on FTSE boards and leadership teams to reach one third by 2020.

We believe that by making the most of our differences of approach, and using the collective experiences, backgrounds, skill-sets and knowledge of our talented and diverse employees, we will drive innovation and success and achieve more for our stakeholders. This applies equally to our Board. The composition of our Board is vital to its effectiveness and that, in turn, enhances good governance.

The Board’s primary obligation is to make appointments based on objective criteria to ensure that the best individuals are appointed for every role. Within this context, the Board is committed to a policy of promoting a rounded Board which reflects a diversity of all relevant personal attributes, including skills, experience, educational and professional background, gender, race and age. In support of this policy, the Board intends:

  • to continue only to engage executive search firms who have signed up to the Voluntary Code of Conduct for Executive Search Firms on gender diversity and best practice;
  • to require executive search firms to identify and present an appropriately diverse range of candidates for each vacancy;
  • to consider all aspects of diversity including gender and ethnicity when reviewing the composition and balance of the Board as part of the Board’s annual effectiveness evaluation;
  • to ensure that the succession planning and talent management programme includes initiatives to develop the pipeline of talent, to encourage and monitor the development of a diverse range of internal high-calibre employees and to promote diversity in appointments to the senior management team who will in turn aspire to a Board position;
  • to develop further the level, frequency and quality of interaction between Board members (including Non-Executive Directors in particular) and those aspiring senior managers to enable them to gain more exposure to, and understanding of, the Board’s work; and
  • to review this policy and report on progress on an annual basis.

Board Committees
The Board is committed to the highest standards of corporate governance and to maintaining a sound framework for the control and management of the Group. The Board has established separate committees covering:

Directors’ Remuneration Policy
The Company’s Directors’ remuneration policy was approved by shareholders at the AGM held on 26 April 2018, and the policy as approved is available as a download here.

Investor Relations Policy
The Company’s investor relations policy is available as a download here.

Share Dealing & Market Abuse Policy
FDM has adopted a policy to ensure that it is able to comply with its obligations under the Market Abuse Regulation. This policy applies to all directors and employees of FDM Group and is designed to ensure that such individuals do not misuse, or place themselves under suspicion of misusing, information about the Group which they may have and which is not public.

Modern Slavery and Human Trafficking Statement
FDM is committed to acting ethically and with integrity in all its business dealings and relationships. We recognise that modern slavery is a crime and a violation of fundamental human rights, and we have established effective systems and controls to help us to ensure that modern slavery is not taking place anywhere in our own business or in any of our supply chains. The full statement can be viewed here.