Alan Giddins, Non-Executive Chair
"Governance is the third strand of ESG and plays a crucial role in the evolution of any business. At its best, good governance enables better, more agile decision-making, adds value to the business, manages informed risk-taking within appropriate parameters and, ultimately, protects shareholder interests."
The information contained in this document was last reviewed on 23 January 2025
('Watkin Jones', the 'Group' or the 'Company')
Chair's Corporate Governance Statement
This Statement is issued in compliance with Rule 26 of the AIM Rules
Building safety
The Group’s first priority will always be the safety of our buildings and the people who live in them. Following the introduction of the Building Safety Act in 2022, the Group has allocated significant resource to evaluating the specific properties impacted and the level of potential remedial costs.This work has been undertaken together with third-party commercial property and legal advisers.
Over the last 12 months, working with building owners and tenants, the Group has undertaken remedial work on a number of properties at a cost of c.£16.2 million. This process of remediation is likely to continue for a number of years, and the Group has a provision on its balance sheet to reflect the current estimated level of future remedial costs, which has been increased by £7.0 million during the year for additional works required.
Board changes
Sarah Sergeant stepped down as Chief Financial Officer and from the Board in June 2024, having joined the Group in October 2021. The Nomination Committee ran an extensive process, involving a third-party search firm, to identify an appropriate candidate for the role, resulting in a recommendation to the Board to appoint Simon Jones. In recommending Simon’s appointment, the Committee took account of his strong track record within the property sector and his proven commercial and operational expertise. Further information on the Committee’s search process can be found on pages 80 and 81.
Risk assessment
Our assessment of risk continued to be important given the ongoing challenges in the forward fund market, and in light of continuing general macroeconomic and geopolitical uncertainties.
The bow tie methodology we use for our principal risks enables us to assess preventative measures and recovery barriers for specific scenarios. Further information can be found in the risk management and principal risks section on pages 28 to 40 and in the Audit Committee report on pages 76 to 79.
QCA Code
The corporate governance statement and committee reports on the following pages explain our approach to governance.
The Board follows the principles set out in the 2018 Quoted Companies Alliance Corporate Governance Code (the ‘QCA Code’). A summary of how we have complied with the principles is set out on page 75. There are no significant areas where our governance structures and practices differ from the QCA Code’s expectations.
The Board notes the publication of the 2023 QCA Code which will apply to the Company for its FY25 annual report and will work towards complying with the updated principles in due course.
A complete index of the disclosures required by the 2018 QCA Code, including those on the Company’s website, can be found at watkinjonesplc.com/investors/corporate governance.
Alan Giddins
Chair
23 January 2025
The information contained in this document was last reviewed on 8 August 2024.
Watkin Jones has a robust corporate governance framework, which supports its ability to successfully deliver its strategy.
The Board
The Board comprises the Non-Executive Chair, two Executive Directors and three independent Non-Executive Directors. Biographies of the Directors can be found on our Directors page.
Service contracts
Executive Directors
Alex Pease was appointed under a service agreement dated 10 October 2022. Simon Jones was appointed under a service agreement dated 22 April 2024. Their service contracts do not contain fixed term periods.
Non-Executive Directors
Non-Executive appointments run for an initial term of three years from the date of appointment and continue thereafter, subject to annual re-election at Annual General Meetings.
Alan Giddins was appointed to the Board by a letter of appointment dated 17 July 2021. Liz Reilly and Rachel Addison were appointed to the Board by letters of appointment dated 4 January 2019 and 31 March 2022 respectively. Francis Salway was appointed to the Board by a letter of appointment dated 7 October 2022.
| Date of appointment to the Board | Notice period where given by the company | Notice period where given by the Director | |
| Alex Pease | 10 October 2022 | 6 months | 6 months |
| Simon Jones | 21 May 2024 | 6 months | 6 months |
| Alan Giddins | 19 July 2021 | 3 months | 3 months |
| Liz Reilly | 21 January 2019 | 3 months | 3 months |
| Rachel Addison | 1 April 2022 | 3 months | 3 months |
| Francis Salway | 10 October 2022 | 3 months | 3 months |
Board structure
The Chair and CEO have separate, clearly defined roles. The Chair is responsible for leading the Board, setting the agenda for Board meetings (with the assistance of the Company Secretary) and for ensuring the Board operates effectively, by promoting a culture of openness and robust discussion. The CEO is responsible for setting and implementing the Group’s strategy, for leading and developing the executive team and for managing the Group’s day-to-day operations, taking account of the objectives, policies and risk appetite set by the Board.
The terms of reference for the Board can be found here.
Board meetings
The Board meets regularly to consider strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely information, including briefing papers distributed in advance of Board meetings. These papers include reports from the CEO and the Chief Financial Officer (“CFO”), as well as reports on investor relations and corporate governance.
The Company Secretary produces minutes of each meeting, including actions to be taken. The Chair then follows up each action at the next meeting.
Only the Non-Executive Directors are members of the Board committees. The Executive Directors are invited to attend committee meetings to assist with the matters discussed.
Matters reserved for the Board
Matters reserved for the Board for its decision include:
- approving the Group’s strategic aims and objectives;
- reviewing performance against the Group’s strategic aims, objectives and business plans;
- overseeing the Group’s operations;
- approving changes to the Group’s capital, corporate, management or control structures;
- approving results announcements and the annual report and financial statements;
- approving the dividend policy;
- declaring the interim dividend and recommending the final dividend and any special dividend;
- approving any significant changes in accounting policies;
- approving the treasury policy;
- approving the Group’s risk appetite and principal risk statements;
- reviewing the effectiveness of the Group’s risk and control processes;
- approving major capital projects and material contracts or arrangements;
- approving all circulars, prospectuses and admission documents;
- ensuring a satisfactory dialogue with shareholders;
- establishing Board committees and approving their terms of reference;
- approving delegated levels of authority;
- approving changes to the Board and its committees;
- determining the remuneration policy for the Directors and other senior executives;
- providing a robust review of the Group’s corporate governance arrangements; and
- approving all Board mandated policies.
Advice for Directors
All Directors have access to the advice and services of the Company Secretary, who ensures that the Board’s procedures are followed, and that applicable rules and regulations are complied with. In addition, the Company has procedures to enable the Directors to obtain independent professional advice at the Company’s expense, if necessary, to further the Directors’ duties.
Re-election of Directors
The Board’s policy is for all Directors to seek re-election each year at the Annual General Meeting of the Company.
Directors’ time commitments
All the Non-Executive Directors are required to devote sufficient time to Watkin Jones to enable the Board to discharge its duties effectively. This includes preparation for and attendance at scheduled Board and committee meetings, as well as ad hoc meetings or calls as required. The Board confirms that each of the Non-Executive Directors can commit the necessary time to fulfil their roles.
Board committees
The Board committees are as follows:
| Committee | Members | Committee responsibilities |
|---|---|---|
| Audit | Rachel Addison (Chair) Liz Reilly Francis Salway Alan Giddins Additional attendees by Invitation Include: Deloitte LLP (Auditor) KPMG (Internal Auditor) Alex Pease Simon Jones |
The Audit Committee Is primarily responsible for:
For the Committee's terms of reference please click here |
| Remuneration | Liz Reilly (Chair) Rachel Addison Francis Salway Alan Giddins Additional attendees by invitation include: FIT Remuneration Consultants LLP Alex Pease Simon Jones |
The Remuneration Committee Is primarily responsible for reviewing the performance of the Executive Directors and determining their terms and conditions of service, including their remuneration. The Committee also determines the remuneration of the Chairman and the members of the Executive Committee. The Committee meets at least once a year. For the Committee's terms of reference please click here |
| Nomination | Alan Giddins (Chair) Rachel Addison Liz Reilly Francis Salway Additional attendees by invitation include: Alex Pease |
The Nomination Committee Is primarily responsible for identifying and nominating, for approval by the Board, candidates to fill Board vacancies as and when they arise. The Committee meets as required. For the Committee's terms of reference please click here |
The terms of reference for the Board committees can be found here.
Board effectiveness
The Board conducts a board effectiveness evaluation on an annual basis. The Board undertake an external evaluation during 2024, the results of which will be reported in the forthcoming annual report.
Internal controls
The Board is responsible for the Group’s system of internal control and for reviewing its effectiveness. Any system of internal control can only provide reasonable, but not absolute, assurance against material misstatement or loss. The Board considers that the internal controls in place are appropriate for the Group’s size, complexity and risk profile.
The key features of the Group’s internal control system include:
- the preparation of monthly management accounts and comparison to budget;
- clearly defined roles and responsibilities, with appropriate segregation of duties;
- clear authorisation and approval processes;
- regular preparation and review of cash forecasts;
- senior management review of material contracts and agreements; and
- approval by senior management of all land purchases and development sales agreements.
KPMG provides internal audit services to the Group.
Relations with shareholders
The Board recognises the importance of maintaining an open dialogue with shareholders and keeping them informed of the Group’s strategy, progress and prospects. As part of this, the Board is committed to a high standard of corporate reporting.
During the year, the Executive Directors continued their programme of meetings with existing and potential shareholders. The Board was kept informed about shareholders’ views after these meetings by follow up from the Company’s corporate brokers.