John Dodds Large1

John Dodds
Executive chairman

Dear shareholder

I am pleased to introduce the Group's corporate governance report on behalf of our board of directors ('the board'). We remain committed to maintaining the high standards of corporate governance which we believe help to facilitate the success of the Group and provide protection for our shareholders.

Our corporate governance report explains how we manage the Group and comply with the provisions of the UK Corporate Governance Code ('the Code'). Whilst we are currently subject to the provisions of the Code applicable to smaller companies, we seek, where appropriate, to follow those applicable to FTSE 350 companies.


On 28 March 2017, following the temporary leave of absence of Ian Lawson due to physical ill health, I agreed to act as executive chairman on an interim basis and am working with Alan Dunsmore, who has assumed the role of chief executive officer on a similar basis. Adam Semple, the Group financial controller, has temporarily taken on the responsibilities of Group finance director.


The audit committee discussed the viability statement process performed in the previous year and confirmed that it was appropriate to retain the same process for the 2017 viability statement as required under the Code. A description of the process is set out within the risk management section, which also includes our annual confirmations on risk management and internal control. The viability statement itself is within the strategic report.

The committee has reviewed the FRC's Guidance on Audit Committees and the Group's policy for the provision of non-audit services by the external auditor.

The board has confirmed that this annual report is fair, balanced and understandable. The audit committee, supported by management, has adopted a process to enable the board to take this view. You can find an explanation of the process we have used to make this determination in the audit committee report.

The board delegates certain of its responsibilities to the board committees to enable it to carry out its functions effectively. A diagram of the board governance structure is set out here.


During the year, an internal board evaluation was undertaken by Kevin Whiteman, the senior independent director. This included an evaluation of my own performance as well as that of individual directors. Overall the evaluation was positive; further details can be found in the corporate governance report.


Our executive director remuneration arrangements are intended to support the achievement of the Group's objectives and strategy. With the support of the remuneration committee oversight, we continue to believe that the current remuneration packages help to appropriately incentivise management to sustain long-term value for shareholders.

We are due to present our remuneration policy for approval at the AGM in September 2017, as it has been three years since our policy was approved in 2014. The current Performance Share Plan ('PSP') expires in October 2017, accordingly we will also be seeking shareholder approval for a new PSP. Details of the revised remuneration policy and how we intend to operate that policy in 2018, together with a review of the remuneration committee's activities, and bonus and share scheme performance in 2017, can be found in the remuneration report.


Our AGM this year will be held at Aldwark Manor Hotel, York, YO61 1UF on 6 September 2017 at 12:00 pm and I look forward to seeing you then.

John Dodds
Executive chairman
14 June 2017