Corporate governance statement

On behalf of the Board, I am pleased to present NWF Group plc’s Corporate Governance Statement for the year ended 31 May 2024. This statement provides details of our current governance framework and practices and how we discharge our governance duties.

Whilst 2023/24 has been a challenging year, I am delighted that the Group has achieved a strong performance despite the inflationary and cost of living challenges. The Group has reaffirmed its clear, long-term strategy and improved performance whilst mitigating, wherever possible, the risks faced by the businesses.

In my role as Chair, I am responsible for the Board including its effective leadership and composition, assessing and improving its performance, and leading the Group’s corporate governance culture to ensure that an appropriate governance framework is embedded within the Group and its businesses. The Board recognises the fundamental importance of maintaining a strong corporate governance framework in order to continue to create long-term value and 2023/24 has seen the Group’s governance framework continue to develop.

The Group has continued to adopt the Quoted Companies Alliance Corporate Governance Code (‘the QCA Code’) as the basis of its governance structure and has complied with all principles of the QCA Code throughout the year. Given the Group’s size, we also endeavour to have regard to the provisions of the UK Corporate Governance Code to the extent that we believe this is appropriate. As such, all Board Directors are required to stand for annual re-election and our independence policy states that Non-Executive Directors are unable to serve for more than nine years save for in exceptional circumstances. In keeping with the Group’s independence policy and as announced last year I will be stepping down from my role as Chair after 11 enjoyable and successful years. As announced in August 2023 my tenure was extended until the 2024 AGM in order to oversee the transition of roles (as detailed below) and to continue to facilitate effective succession planning.

I am pleased to announce that Amanda Burton will assume the role of Chair of the Group on 26 September 2024 following an extensive recruitment process. 

Amanda brings a wealth of experience to the Group; further details can be found in the Nomination Committee Report on pages 62 and 63 of our Annual Report and Accounts 2024. I wish her and the Group all the best in the next stage of its journey. 

As previously announced Richard Whiting retired from the Board and Chief Executive Officer role effective from 29 February 2024. In line with the Group’s succession plan Chris Belsham was appointed to the role of Chief Executive Officer with effect from 1 March 2024. Chris Belsham’s internal appointment reflects the Group’s decision to promote internal talent, providing stability and ‘know-how’ in what has been very a challenging macro-economic environment.

As announced, Katie Shortland was appointed as Chief Financial Officer on 2 October 2023. Katie’s finance and business leadership experience will be pivotal in the execution of the next phase of the Group’s growth strategy.

Maintaining a skilled and well-balanced Board is integral to the long-term success of the Group and the Non-Executive Directors (‘NEDs’) play a key role by providing independent challenge and scrutiny. In recognition of this, the Board has recruited Tim Cooper as a NED replacing Dawn Moore who resigned from the Board in September 2023. The appointment will increase the Board’s skill set and experience whilst providing another layer of scrutiny and challenge.

As a consequence of this appointment, the total NED appointments is in line with Principle 6 of the QCA Code.

The Board recognises that sustainability of the Group is key to its long-term success. As such, 2023/24 saw a continued focus on strengthening our approach to how we govern sustainability (further details can be found on pages 27 and 28 of our Annual Report and Accounts 2024).

The Board acknowledges that a prerequisite of a strong corporate governance framework is a healthy corporate culture. The Group has focused on instilling a uniformed corporate culture across the Group throughout 2023/24 predicated upon ethical values, integrity and transparency.

For our strategy and business model to succeed in creating sustainable value in the long term, and to enable the mitigation of our principal risks and uncertainties, positive relationships with the Group’s various stakeholders must be cultivated. This will only be achieved through integrity and transparency. The Board monitors the Group’s culture through engagement with the Group’s stakeholders (further details on how we engage can be found on pages 44 to 46 of our Annual Report and Accounts 2024), the regular review of the Group’s consolidated risk register and any changes to the principal risks and uncertainties, and externally facilitated employee and customer surveys which allow us both to engage and identify areas of focus.

In order to promote a healthy corporate culture, the Group operates a whistleblowing policy which allows concerns regarding unethical or unsafe behaviours to be raised in confidence and promptly investigated. To ensure ethical values and behaviours are recognised and respected, the Group has a suite of policies in place covering areas such as anti-corruption and bribery, equal opportunities, prevention of the facilitation of tax evasion and modern slavery. As a result, the Board is satisfied at this time that an ethical culture exists within the Group. 

Our strategy

The Group’s strategy is to consolidate and optimise its operations to deliver long-term sustainable value for its shareholders and stakeholders. This is achieved by the implementation of the Group’s acquisition strategy, focused on the consolidation of the highly fragmented fuel market, and investing in the Group’s people, businesses and product development to create innovative products and services.

Effective risk management and internal control

The achievement of the Group’s strategy is dependent upon the effective identification and management of new and existing risks. The Board recognises though that the risks faced by the Group also present opportunities for innovation and growth.

The Board has overall responsibility for ensuring that the Group maintains an effective system of internal control which directs the Group’s activities in order to ensure the safeguarding of assets, to assist in the delivery of the Group’s strategic, financial and operational ambitions and to provide it with reasonable assurance regarding the reliability of financial information that is used within the business.

There are, however, inherent limitations in any system of internal control and accordingly even the most effective system can provide only reasonable, and not absolute, assurance against material misstatement or loss.

The Board obtains assurance that the risk management and related control systems in place are effective in a number of ways. During the year, a rolling programme of risk and controls testing has been undertaken across the Group with a focus on various key areas of risk identified. This programme was undertaken through a combination of internal and external resource and the results were reported to the Board. The Group’s risk management programme, which assesses key risks and the required internal controls that are delegated to Directors and managers at all levels in the Group, is reviewed regularly in order to ensure that it continues to meet the Board’s requirements. Although the Group does not have a formal internal audit function, targeted reviews and visits to operations are conducted by the Head Office team and professional advisors. The results of these reviews are communicated back to the Audit Committee. An internal control update is provided to the Audit Committee at each meeting.

The Board is committed to open and honest two-way dialogue with the Group’s shareholders and stakeholders in order to both understand their views, needs and expectations and provide a fair and understandable assessment of the Group’s position which will allow shareholders and other stakeholders to make informed decisions about the Group.

Whilst the Group has a diverse range of shareholders, they can be broadly categorised as follows:

1. three independent pension funds registered in Iceland (each holding c.5% of the issued share capital);
2. other institutional investors;
3. private individuals; and
4. employees and ex-employees.

The Board has a proactive approach to shareholder liaison, led by the Chief Executive Officer, and feedback is provided regularly to the Board. This approach includes our AGM (where votes in favour are consistently over 75%), biannual investor roadshows and annual meetings with significant shareholders.

The Chair and the Non-Executive Directors will always make themselves available to meet with shareholders. Each AGM is a particular opportunity for this. Normal relationships with shareholders are maintained by the Executive Directors, who brief the Board on shareholder issues and who relay the views of the Group’s advisors to the Board.

The Investors section of our website includes historical Annual Reports, Notices of AGMs and voting history for a minimum of five years.

Details of how we engage with our other stakeholders and the outcomes of this engagement can be found on pages 44 to 46 of our Annual Report and Accounts 2024. During the year, the level of reporting to the Board on stakeholder engagement and concerns has increased in line with our commitment to sustainability.​​​​​​

Matters reserved for the Board

• Setting the Group’s values, standards, strategic aims and objectives.
• Approval of budgets and reviewing performance in line with these.
• Extension or cessation of the Group’s activities.
• Approval of financial reports and policies, dividends and the dividend policy.
• Ensuring maintenance of a sound system of internal control and risk management.
• Approval of major capital projects, material contracts and major investments.
• Changes to the structure, size and composition of the Board, membership of Board Committees and succession planning.
• Approval of remuneration policies.

Remuneration Committee

Its remit is to:

• determine appropriate short and long-term total reward packages for the Executive Directors; and
• satisfy itself that good practices apply to all Group employees through the relevant management structures.

Audit Committee

Its remit is to:

• monitor the integrity of financial reporting; and
• keep under review the Group's internal control and risk management systems.

Nomination Committee

Its remit is to:

• develop and maintain a rigorous and transparent procedure for making recommendations on Board, and material subsidiary company board, appointments; and
• ensure plans are in place for orderly succession to Board and senior management positions.

Disclosure Committee

Its remit is to:

• consider whether announcements are required to be made in relation to inside information.

Executive Directors and Executive Leadership Team

Their remit is to:

• implement the strategy agreed by the Board; and
• manage the Group on a day-to-day basis.

ESG Committee

See ESG section on pages 27 and 28 of our Annual Report and Accounts 2024.

A clearly defined Board structure

The principal roles of the Board are to provide effective leadership, ensure an ethical corporate culture and effective risk management system are embedded throughout the Group, oversee external reporting and set the Group’s strategy in order to deliver shareholder value.

A formal schedule of matters requiring Group Board approval, which is available in its entirety at Board responsibilities, is maintained and regularly reviewed to ensure sufficient separation between the responsibilities of the Board and the operation of the Group’s business.

Board Committees

There are currently four Board Committees to which the Board delegates specific responsibilities: the Audit Committee, Remuneration Committee, Nomination Committee and Disclosure Committee. The responsibilities of each Committee are detailed in its terms of reference which are reviewed annually and are available on the Group’s website. Further details on the activities of the Audit Committee, the Remuneration Committee and the Nomination Committee can be found in our Annual Report and Accounts 2024 on pages 59 to 61, pages 64 to 67 and pages 62 and 63 respectively. The Chair of each Committee formally reports to the Board in respect of the Committee’s activities and recommendations.

Executive Directors and Executive Leadership Team

The implementation of the strategy agreed by the Board and day-to-day management of the Group is delegated to the Executive Directors and senior management. This structure allows for decisions to be made in an efficient manner by the most appropriate people. Each businesses senior management team has a monthly meeting with the Executive Directors to report on the businesses progress and any challenges. Senior management also regularly attends Board meetings to brief the Board on business opportunities and developments.

In order for the Board to be effective, there needs to be clearly defined roles for Board members, an appropriate balance of Executive and Non-Executive Directors, sufficient time committed by Directors to their roles, a comprehensive, tailored induction for each Director upon joining the Board and the provision of quality information in a timely manner. The Board must comprise an appropriate balance of skills, experience and personal qualities.

Director induction

Upon joining the Group, each Director completes a full, formal and tailored induction programme. This programme ensures each new Director is fully informed, engaged and supported, enabling the Director to effectively contribute to the Group from the start of their appointment.

Information

Once appointed, each Director is provided with a comprehensive information pack which includes:

• summary of the Group’s history and markets;
• details of the Group’s strategy;
• guidance on their legal and regulatory responsibilities as a Director of an AIM-listed business;
• information on the Group’s corporate governance arrangements, including key policies and procedures;
• minutes and papers from the Board and relevant Committee meetings from at least the last six months;
• copies of the latest Board and relevant Committee evaluations;
• the latest shareholder analysis;
• an ESG briefing;
• organigrams; and
• details of key contacts and key advisors.

Engagement

A tailored engagement programme is created for each new Director which includes activities such as: briefings with the Chief Executive Officer and the Chief Financial Officer; meeting with the Company Secretary; one-to-ones with the senior management team; meetings with individuals within the Group to enhance the Directors’ understanding of the businesses and its culture; and key site visits.

Board composition

The Board currently comprises a Non-Executive Chair, a Senior Independent Non-Executive Director, two Independent Non-Executive Directors and two Executive Directors. As previously announced, Richard Whiting retired from his role as Chief Executive Officer on 29 February 2024 and was replaced by Chris Belsham. Katie Shortland joined the Board as Chief Financial Officer on 2 October 2023.

Board roles

The roles of Chair and Chief Executive Officer are separated and clearly understood and have been agreed by the Board. The Chair is responsible for the Board including its effective leadership and composition, assessing and improving its performance, and leading the Group’s corporate governance culture. The Chief Executive Officer is responsible for developing the Group’s strategy and the operating performance of the Group.

The Senior Independent Non-Executive Director conducts the Chair’s annual appraisal and acts as a sounding board for the other Directors. Further information on the role of the Senior Independent Director can be found at Corporate governance statement.

The Company Secretary has specific responsibility to assist the Chair and the rest of the Board to uphold the best corporate governance standards. A full role description for the Company Secretary is available at Corporate governance statement.

Board operation

The Board normally meets ten times a year with additional meetings being called when required.

The number of Board and Committee meetings held in the year ended 31 May 2024, together with the attendance record for each Director, is detailed below.

Comprehensive briefing papers are circulated to Directors one week in advance of each scheduled meeting to allow sufficient time for the consideration of the papers provided.

Skills and experience

The importance of the Board having an appropriate mix of skills, qualities and experience in order to deliver the strategic objectives of the Company for the benefit of its shareholders and stakeholders is understood. All Directors have extensive and varied experience and the Board as a whole contains a diverse mix of personal qualities. The biographical details of the current Directors, including their skills and experience, are set out on pages 50 and 51 of our Annual Report and Accounts 2024. The biographical details of the new Non-Executive Directors are included in the Nomination Committee Report on page 63. The biographical details of the senior management team are set out on page 52.

To ensure that the Directors have the necessary up-to-date experience, skills and capabilities, each Director undergoes an annual performance appraisal and the Board’s effectiveness as a whole is evaluated on an annual basis (further details can be found on page 58 of our Annual Report and Accounts 2024). A training log is maintained in respect of all Directors and senior management and is updated on a quarterly basis. In addition, the Group’s Nominated Advisor and Broker provides an annual briefing to the Board on areas including regulatory updates, the AIM Rules and Market Abuse Regulation requirements. An annual health and safety briefing is also provided to the Board by the Group’s external health and safety advisors, providing the Directors with information on current health and safety trends. Information on upcoming legal, regulatory and accounting changes are also prepared internally and provided to the Board as and when appropriate.

All Directors and senior management are able to access the advice and services of the Company Secretary. Furthermore, all Directors have access to the Group’s advisors and are able, if necessary, to take independent professional advice in the furtherance of their duties at the Group’s expense.

The Board and the Committees to the Board are supported by external advisors on a regular basis in respect of matters such as remuneration, pensions, taxation, property and health and safety. Deloitte LLP continued to act as professional advisors to the Remuneration Committee during the year. Grant Thornton also continued to act as the Group’s virtual Chief Information and Security Officer to oversee the Group’s information security regime.

Independence

The Board recognises the importance of the diverse expertise and experience brought by its Non-Executive Directors as well as the need for the periodical refreshing of the Board. The Board has reviewed the independence of each Non-Executive Director and considers that all are independent. The factors considered by the Board in reaching this conclusion included all Non- Executive Directors being financially independent of the Group and none of the Non-Executive Directors being connected with or a major shareholder, or member of a stakeholder group. The tenure of the Non-Executive Directors was also considered and, although it was recognised that the Non-Executive Chair’s tenure now exceeds nine years, all the Non-Executive Directors were deemed to demonstrate independence of judgement and character. All Directors will continue to be re-elected on an annual basis and, prior to being proposed for re-election, will undergo a performance evaluation to ensure their performance continues to be effective and that their independence is maintained, where appropriate.

Time commitment

The Board has adopted a formal time commitments (overboarding) policy which provides that when making new appointments, and considering additional appointments for existing Directors, the Board shall take into account other demands on the Directors’ time. Significant commitments shall be disclosed with an indication of the time involved and additional external appointments shall not be undertaken without prior approval of the Board.

Full-time Executive Directors are permitted to take a maximum of one non-executive directorship or other significant appointment, subject to prior approval of the Board. Non-Executive Directors are required to limit their number of board appointments to a total of five public company board roles. Non-Executive Directors who are in a full-time executive role can only hold a single non-executive role at any time. The Chair shall be a non-executive director and shall not be a serving full-time director on another board. An independent board chair role will count as two board roles.

¹ The Disclosure Committee met twice in January 2024.
² K J Shortland appointed 2 October 2023.
³ D M Moore resigned 28 September 2023.
⁴ R A Whiting resigned 29 February 2024.

Process

The Board annually conducts an appraisal, led by the Chair and supported by the Company Secretary, of its performance consisting of individual assessments using comprehensive questionnaires that are completed by all Directors. An appraisal of the Chair’s performance is also conducted annually by the Senior Independent Non-Executive Director. Further, the Audit, Remuneration and Nomination Committees annually consider their own performance using prescribed questionnaires. All questionnaires are prepared following consideration of the QCA Code, the QCA Audit Committee Guide, the QCA Remuneration Committee Guide and the UK Corporate Governance Code, as applicable. The Board appraisal questionnaire in 2024 covered topics such as strategy, sustainability and Board composition.

External facilitation of the Board appraisal has not been used to date, although this is kept under review, but does include an external view from the Group’s Nominated Advisor.

Feedback

Following completion of the appraisals, the results are reviewed, and feedback is given to the Board by the Senior Independent Non‑Executive Director in respect of the assessment of the Chair, and by the Chair in respect of the assessment of the Board as a whole. Feedback from the Committee appraisals is provided by the Committee Chairs to the Board.

Outcomes

The appraisal conducted in 2024 was on a consistent measurement basis, allowing the Board to consider its performance and progress over a four-year period. The appraisal showed no material change in the score achieved compared with 2023, and consistent improvement compared to 2021 and 2022. Actions identified from the 2024 appraisal included:

• to keep under review whether the Board appraisal should be externally facilitated;
• to enhance disclosure of the Directors’ skill sets and how these are kept up to date; and
• to review and enhance website disclosures where appropriate