Overview

Leadership and purpose

Division of responsibilities

Provides an overview of the activities undertaken by the Board in the year, how the Board has considered its s.172 responsibilities and its governance framework. – A review of the year from the Chair – The Board’s attendance and activities during the year – Setting the Company’s standards – Purpose, values and culture – Stakeholder engagement and how the Board has considered its s.172 and stakeholder responsibilities – Our conflicts of interest procedures – Board induction and development

Explains the roles of the Board and its Directors. – The role and interaction of the Board and its Committees during the year – The roles of the individual Directors

See more about our approach to leadership and purpose on pages 81 to 97

See more about our approach to division of responsibilities on pages 98 and 99

Composition, succession and evaluation

Sets out the key processes which ensure that the Board and its Committees can operate effectively. – Composition and diversity – Nomination Committee report – This year’s Board evaluation

See more about our approach to effectiveness on pages 100 to 105

Audit, risks and internal controls

Explains the role of the Board and the Audit Committee in ensuring the integrity of the financial statements and maintaining effective systems of internal controls. – Internal controls and ongoing risk management – Fair, balanced and understandable – Audit Committee report

Remuneration Describes the Company’s remuneration arrangements in respect of its Directors and how these have been implemented in 2021/22.

– Statement by the Remuneration Committee Chair – Annual report on remuneration

See more about our approach to accountability on pages 106 to 113

See more about our approach to remuneration on pages 114 to 133

Statement by the Directors on compliance with the provisions of the UK Corporate Governance Code The UK Corporate Governance Code 2018 (the Code) applied to GPE’s financial year ended 31 March 2022. The Board considers that it has complied in full with the provisions of the Code during the year with the exception of Provision 38 which requires the alignment of Executive Director pension contributions with the wider workforce. As explained in the Directors’ remuneration report on page 120, we have committed to align the contribution levels of the current Executive Directors with the average workforce contribution rate by the end of the 2022 calendar year with any new Executive Directors to be aligned on appointment, as was the case for Dan Nicholson who was appointed to the Board in September 2021. The Code is publicly available at www.frc.org.uk. A summary of the system of governance adopted by the Company and how we have applied the principles of the Code is set out on pages 81 to 134.