Corporate Governance

Establish a purpose, strategy and business model which promotes long-term value for shareholders

Application (as set out by QCA)

The board must be able to express a shared view of the company’s purpose, business model and strategy.  A company’s purpose is its essential reason for being. The business model and strategy should fall out of this. A board should be able to explain, beyond a simple description of products and corporate structures, how the company intends to deliver shareholder value in the medium to long-term. In explaining the strategy, the board should have specific long-term objectives against which it can determine if the company is succeeding and in so doing delivering on its purpose. 

The board should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future.

What we do and why

Origin Group’s strategy and long-term objectives in achieving the strategy are explained fully within our Strategic Report section on pages 16 to 18 in our Annual Report and Accounts for the year ended 31 July 2024.

The key challenges to the business and how these are mitigated are detailed in the Risk Report on pages 54 to 62 of our Annual Report and Accounts for the year ended 31 July 2024.

Promote a corporate culture that is based on ethical values and behaviours

Application (as set out by QCA)

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours, and which is supportive of the delivery of the company’s established purpose, strategy and business model. 

The desired culture should be reflected in the actions and decisions of the board and executive management team. Corporate values should guide the objectives and strategy of the company.

The culture should be visible throughout the company’s operations, including recruitment, nominations, training, and engagement. The performance and reward system throughout the company should reflect and reinforce the maintenance of this culture. 

The corporate culture should be recognisable throughout the disclosures in the annual report, website, and any other communications by the company, both internal and external

What we do and why

Origin operates a decentralised business model, where each country and business have unique elements in their culture. These businesses, centred on employees and customers, operate within a group culture, that strives for innovation and operational and people excellence and shares the same corporate values.

The close involvement of the Executive Directors and senior executives within the businesses continues to foster a culture of excellence and alignment across the Group. Through the Group’s principles and policies, the Directors are committed to ethical behaviours and values.

The culture is visible though the Origin values which are promoted across the group by HR i.e. People, Innovation, Integrity, Partnerships and Community.

Seek to understand and meet shareholder needs and expectations

Application (as set out by QCA)

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

Where not already required, companies with a controlling shareholder (for example, an investor controlling 30% or more of the votes able to be cast at a general meeting of the company) should consider putting in place arrangements to protect minority shareholders which may include a relationship agreement or other measures. 

The board should ensure proactive engagement with shareholders on governance matters. This should be led by the chair or, where appropriate, the Senior Independent Director. Other directors, such as the chairs of the board’s sub-committees, should also make themselves available for engagement with shareholders.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

What we do and why

The Company is committed to communicating openly with shareholders to ensure that its strategy, business model and performance are clearly understood. The Company also meets regularly with analysts and investors to obtain their views and in turn help them understand our business.

There are currently no shareholders with a holding more than 30%.

The Board recognises the AGM as an important opportunity to meet shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

The Board is kept informed of the views of shareholders through the Chief Executive Officer, Chief Financial Officer and Head of Investor Relations’ attendance at investor meetings, capital market days and results presentations. Furthermore, relevant feedback from such meetings, investor relations reports and broker notes are provided to the entire Board on a regular basis. The Chairman is also readily available to meet institutional shareholders as and when appropriate. The Senior Independent Director and other Non-Executive Directors attend meetings with major shareholders if requested.

Where voting decisions are not in line with the Company’s expectations the Board will engage with those shareholders to understand and address any issues. The Chief Financial Officer is the main point of contact for such matters.

The Company Secretary engages annually with proxy advisors in advance of the AGM.

Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success

Application (as set out by QCA)

Long-term success relies upon good relations with a range of different stakeholder groups.  The board should periodically identify the company’s key stakeholders – for example, suppliers, customers, employees, communities, regulators, or others. The board should understand their needs, interests, and expectations.

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholders. 

The company should devote particular attention to its workforce and ensure that its practices towards its employees (direct and indirect) are consistent with the company’s values. Arrangements should be in place to enable employees to raise concerns in confidence and processes to ensure that such matters are considered and where appropriate actions are taken.  

The governance and appropriate oversight of a company’s approach towards relevant environmental and social issues is a responsibility of the board. Matters that relate to the company’s impact on society, the communities within which it operates, or the environment – including those relating to or stemming from climate change – have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term. These matters must be integrated into the company’s strategy, risk management and business model. The QCA Practical Guide to ESG can assist companies in this regard.

What we do and why

The Origin Group is committed to sustainable progress in all aspects of our business – for our people, customers, suppliers, environment and the communities we operate in. This is evidenced and underpinned by our vision and values.

The Origin Group encourages feedback from our stakeholders through a number of channels including our sales managers, agronomists and at iFarm demonstrations and trade fairs. Feedback is also received through social media such as Facebook and X (formerly Twitter). Origin operates across a diverse range of communities with differing needs in different geographies. The Group is committed to engaging with and supporting the communities in which we operate. The Origin Group recognises the value of sharing our ideas and information with each other and our stakeholders, for our continued success. 

Our stakeholder Engagement Strategy (‘Let’s Talk’) was launched in 2019, to ensure that we enhance our existing feedback mechanisms, receive employee feedback directly, digesting and responding where required. The Group’s Whistleblowing Policy and related procedures encourage both employees and business partners to raise issues of potential wrongdoing within the Company, without fear of retaliation.

The Company’s 2024 Sustainability Report, published on 24 October 2024, sets out the Company’s sustainability strategy and commitment to environmental, social and governance (ESG) business practices.

Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

Application (as set out by QCA)

The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver on its stated purpose and strategy. Companies need to consider not only the enterprise view but also their extended business, including the company’s entire supply chain, other material third parties (including suppliers of outsourced services) and any reliance on strategic partners. 

Setting strategy includes determining the extent of exposure to the identified principal risks that the company is able to bear and willing to take (risk tolerance and risk appetite). The company should ensure that a balanced view of risk is achieved, and, as well as threats should consider opportunities and the potential for value creation. The board should ensure that all potential risks are considered, on a proportionate and material basis, including those relating to climate change. 

The board should review and consider whether the company’s enterprise-wide internal controls are sufficiently robust to manage the identified risks adequately. 

To achieve effective risk management, the board, and in particular the audit committee, must ensure that there are appropriate assurance activities in operation. This may be based on access to internal resources, or particularly in specialist or technical areas, the utilisation of external experts.

It is important to ensure that the company auditor is and is seen to be sufficiently independent of management. Further information is set out in the QCA Audit Committee Guide.

What we do and why

The Risk Report section on pages 54 to 62 of our Annual Report and Accounts for the year ended 31 July 2024 details risks to the business, how these are mitigated and the change in the identified risk over the last reporting period.

The Board considers risk to the business at the Audit and Risk Committee meetings (at least 4 meetings are held each year) with the risk register being updated every six months by each business unit. The Company formally reviews and documents the principal risks to the business at least annually. Both the Board and the senior management team are responsible for reviewing and evaluating risk.

Business Unit functional management and Executive Directors meet at least monthly to review ongoing trading performance, discuss budgets and forecasts and new risks associated with ongoing trading.

The Head of Risk and Internal Audit attends and presents at all Audit and Risk Committee meetings to provide the committee with assurance on the controls in place to mitigate any identified risks. From time to time, as and when required, external experts present to all Committees and the Board on specific matters. 

The Head of Risk and Internal Audit meets with the Audit and Risk Committee without management present at least annually.

Establish and maintain the board as a well-functioning, balanced team led by the chair

Application (as set out by QCA)

The board members have a collective responsibility and legal obligation to promote the interests of the company and are collectively responsible for defining corporate governance arrangements. The board should not be dominated by one person or a group of people, and each director must be able to commit the time necessary to fulfil their role. Ultimate responsibility for the quality and effectiveness of the board, lies with the chair. 

Shareholders should be given the opportunity to vote annually on the (re-) election of all individual directors to the board. 

In order to uphold the quality of board independence, the board should be comprised of an appropriate balance between executive and non-executive directors. The independent non-executive directors should comprise at least half of the board. The chair, if independent upon appointment and still considered independent, can be included in this calculation. However, as a minimum there should be at least two non-executive directors whom the board considers to be independent. 

Key committees, in particular the audit committee and remuneration committee, should comprise at least a majority of independent NEDs and ideally aim for full independence. The company should consider whether it is appropriate to have a senior independent director.

Boards should be sensitive to both real and perceived impediments to independence. Consideration should be given to those factors which may impede independence which include (but are not limited to): length of board tenure; size of shareholding; prior and/or current commercial or contractual relationships with the company; prior and/or current commercial or contractual relationships with executive directors; and significant incentive pay arrangements beyond a director’s fee. 

Since independence can be easily compromised, NEDs should rarely participate in performance-related remuneration schemes or have a significant interest in a company share option scheme. Where performance-related remuneration is considered beneficial, it should be proportionate, and shareholders should be consulted before proceeding.

The board should reflect on its own levels of diversity. Of most importance is ensuring the board possesses the necessary knowledge and skillset – while avoiding groupthink. Consideration should be given to factors such as socio-economic backgrounds, nationality, educational attainment, gender, ethnicity and age. Boards should assess how their collective and individual perspectives add to board discussions and ensure there is sufficiently wide-ranging and business relevant input, to deliver the best decision-making process in the context of the company’s business model, geographic footprint and forward-looking strategy. This assessment should feed into ongoing succession planning for the board.

What we do and why

The Company is controlled by the Board of Directors. The Board is to provide leadership and the Directors are collectively responsible for the long-term success of the Group. Gary Britton, the Non-Executive Chairman, is responsible for the running of the Board. Sean Coyle, the Chief Executive, together with the Chief Financial Officer, is responsible for the day-to-day running of the Group, carrying out agreed strategy and implementing specific Board decisions.

Under the agreed policy each Non-Executive Director must retire at the AGM and offer themselves for re- election, as applicable.

The Board currently comprises a Non-Executive Chairman, three Executive Directors and seven Non-Executive Directors. The Board considers that all Non-Executive Directors bring an independent judgement and are satisfied that they can apply objective and independent judgement and act in the best interest of the Company. Details of the Non-Executive Directors independence is outlined in the Corporate Governance Statement on pages 74 to 80 of our Annual Report and Accounts for the year ended 31 July 2024.

All key Committees i.e. Audit and Risk, Nomination and Corporate Governance, Remuneration and ESG comprise a majority of independent Non-Executive Director’s. The Company also has a senior independent director.

The Nomination and Corporate Governance Committee review the independence of all Non-Executive Directors on an ongoing basis. Under the terms of their appointment, all Directors are required to allocate sufficient time to discharge their responsibilities effectively. 

Non-Executive Director’s do not participate in any of the Group’s pay incentive arrangements beyond their director’s fee and there is no Non-Executive Director that has a significant interest in a company share option scheme.

The Board’s diversity policy is reviewed by the Nomination and Corporate Governance Committee on an annual basis with any amendments recommended to the Board for approval. The Board Diversity policy is available to review on the company’s website.

Details of the number of Board and Committee meetings and the attendance of Directors at these meetings, is outlined in the Corporate Governance Statement on pages 74 to 80 of our Annual Report and Accounts for the year ended 31 July 2024.

Maintain appropriate governance structures and ensure that individually and collectively the directors have the necessary up-to-date experience, skills and capabilities.

Application (as set out by QCA)

The company should maintain governance structures and processes in line with its desired corporate culture and appropriate to its:

• size and complexity; and
• capacity, appetite and tolerance for risk.

The governance structures, processes and policies should evolve over time in parallel with its size, strategy and business model to reflect its maturity and stage of development.

The board should be supported by committees – typically at least an audit, remuneration and nomination committee – that also have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

The board should ensure that it has the necessary skills and experience to fulfil its governance responsibilities, including among other things with respect to cyber security, emerging technologies, and relevant sustainability matters such as climate change. The board should consider any need to establish further dedicated sub-committees and, where appropriate, seek input from external advisers on such matters. All directors should continually update their skills and knowledge.

As a company and the external environment evolves, the mix of skills and experience required on the board will change. The board should consider its training and development needs in this context, plan ahead and structure such provision accordingly.

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The board should consider this and the design and implementation of its decision-making processes to ensure they are effective.

What we do and why

The Nomination and Corporate Governance Committee assess the skills and experience of the Board on an annual basis. The Corporate Governance Statement on pages 74 to 80 of our Annual Report & Accounts for the year ended 31 July 2024 details the company’s governance structures and why they are appropriate and suitable for the Company.

The Board is supported by the Audit and Risk Committee, The Nomination and Corporate Governance Committee, the Remuneration Committee and the ESG Committee.

The Nomination and Corporate Governance Committee assess the skills and experience of the Board on an annual basis.

Under the Terms of reference all committee and board papers must be circulated at least 3 days in advance of each meeting.

Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

Application (as set out by QCA)

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review should be carried out on an annual basis and include opportunities for improvement with respect to the performance of the chair, and the operation of the board and its committees. The review should identify development or mentoring needs of individual directors and/or the wider senior management team. 

The annual review can be carried out internally and should, ideally, be supplemented periodically by an external independent third-party review.  

It is healthy for membership of the board to be periodically refreshed. No member of the board should become indispensable.

Succession planning for both the executives and non-executives is a vital task for boards. This should extend to contingency planning for the absence of key staff. There should be a robust process for the orderly appointment of new directors to the board and senior management positions. Consideration should be given to establishing a nomination committee to help with the process and ensure a diverse pipeline – both internally and externally – for succession. The skills, experience, capabilities and background required for directors and senior management to support the next stage of the company’s development should be identified and factored into succession planning.

What we do and why

The Board carries out an evaluation of its performance and that of its principal Committees and Chairs annually. 

All Directors’ performance is considered before being proposed for re-election to ensure that they continue to be effective. The independence and time commitment of all non-executive directors is considered annually by the Nomination and Corporate Governance Committee.

This review is externally facilitated every three years.

Appraisals are carried out each year with all Executive Directors.

The Board is committed to progressive refreshing of its membership taking into account the requirements of the future strategy of the Company and its deliverance.

The Board is committed to effectively managing leadership succession through a review of succession plans and ongoing engagement with senior executives in the Group. The process is supported by the Nomination and Corporate Governance Committee.

In accordance with the Company’s Directors’ re-election policy, all Directors offer themselves for re-election on an annual basis.

Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture.

Application (as set out by QCA)

It is the board’s responsibility to establish an effective remuneration policy which is aligned with the company’s purpose, strategy and culture, as well as its stage of development.

A remuneration policy should motivate management and promote the long-term growth of shareholder value. Remuneration practices across the company, in particular for senior management, should support and reinforce the desired corporate culture and promote the right behaviours and decisions. Pay structures for senior management should be simple and easy for participants to understand and foster alignment with shareholders through the building and holding of a meaningful shareholding in the company. The remuneration committee should, as necessary, consult with other board committees in order to set appropriate incentive targets and to appraise performance in respect of those targets.

The annual remuneration report should be put to an advisory shareholder vote. Where not mandated to be put to a binding vote, remuneration policies should at least be put to an advisory vote. Larger companies may wish to follow best practice and put their remuneration policy to a binding shareholder vote. Given the significance and dilutive impact of such plans, new (or significant amendments to existing) share schemes or long-term incentive plans should be put to a shareholder vote.

What we do and why

The remuneration policy is set out and explained in detail in the remuneration report on pages 91 to 94 in the Annual Report and Accounts for the year ended 31 July 2024, along with supporting rationale for the framework.

Origin aims to provide a remuneration structure that is aligned with shareholders’ interests and is competitive in the marketplace, while attracting, motivating, rewarding and retaining Executive Directors and senior management. The Group’s policy is that performance-related components should form a significant portion of the Executive Directors’ overall remuneration packages, with maximum total potential rewards being earned through the achievement of challenging performance targets based on measures that represent the best interests of shareholders.

The structure has operated consistently for a number of years and is well understood internally. A significant proportion of the packages of senior executives is provided through long-term share-based incentives and shareholding guidelines operate whereby executive directors are expected to build up and maintain a material shareholding.

Origin’s annual remuneration report is put to an annual shareholder vote. However, the directors’ remuneration policy is not put to a separate vote, with Origin’s whole annual remuneration report (to include the directors’ remuneration policy section) effectively covered by the single advisory vote.

Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

Application (as set out by QCA)

A healthy dialogue should exist between the board and all of its key stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. Board members, in particular the chair, should be proactive in their effort.

In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base and other key stakeholders. This will assist:

• the communication of shareholders’ and other key stakeholders’ views to the board; and
• the shareholders’ and other key stakeholders’ understanding of the unique circumstances and constraints faced by the company.

Boards should ensure that corporate disclosures, in particular through annual reporting, are appropriate to satisfy the reporting needs of investors, including, but not limited to, sustainability matters. 

It should be clear where communication practices are described (annual report or website).

What we do and why

The Board communicates with shareholders through the Annual Report and Accounts, interim and annual results announcements, the AGM and one-to-one meetings with existing shareholders or potential new shareholders.

The Board is kept informed of the views of shareholders through the Chief Executive Officer, Chief Financial Officer and Head of Investor Relations’ attendance at investor meetings, capital market days and results presentations. Furthermore, relevant feedback from such meetings, investor relations reports and broker notes are provided to the entire Board on a regular basis.

Information is also disseminated to shareholders and the market generally, via regulatory information services, as well as the Company’s website: www.originenterprises.com, which provides the full text of press releases and all regulatory announcements. All current and historical Annual and Interim Reports and investor presentations are also made available on the Company’s website.