CORPORATE GOVERNANCE CHAIRMAN'S STATEMENT
DEAR SHAREHOLDER,
The Directors have adopted the principles set out in the Quoted Companies Alliance Governance Code (please click here for details of our compliance). The Directors have applied these principles, as far as practicable and appropriate for a relatively small public company, as follows:
The Board currently comprises two Executive Directors and two Non-Executive Directors.
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. Briefing papers are distributed to all Directors in advance of Board meetings.
All Directors have access to the advice and services of the Company Secretary and the Chief Financial Officer, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with.
In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.
The Directors of Eden champion openness and accountability at every level. This involves focusing on how this takes place throughout the company and by those who act on its behalf.
The quality of our governance is evident in the way we conduct business and how we treat our workforce, customers and suppliers.
The Board sets the framework of values within which the desired corporate culture can evolve and thrive.
Ownership of the values is strengthened by a collaborative approach by both the leadership and the workforce being involved in a two-way process to define the company’s values.
Clear messages are given through decisions, strategies and conduct. Directors reinforce values through their own behaviour and decisions. To increase the effectiveness executive and non-executive directors have increased visibility.
The Board demonstrates ethical leadership and displays the behaviours they expect from others and communicate what they consider to be acceptable business practice and they consider chosen behaviours when setting strategy and financial targets.
The Company seeks to keep its strategy consistent with its purpose and values and its responsibilities for long-term success and to contribute to wider society.
Values are embedded at every level of the organisation and the Board seeks assurance from management that it has effectively embedded the Company’s purpose and values in operational policies and practices including aligning incentives, rewards and promotion decisions to values.
Values and expected behaviours are reinforced through our recruitment, promotion, reward, performance management and policies, processes and practices.
Our reward structures produce appropriate incentives to encourage desired behaviours and responsible risk-taking and management consistently communicate values and expected behaviours widely and clearly across the company and ensure that they are understood by the workforce.
Management also encourage suppliers to meet the expected standards of behaviour.
Values and expected behaviours include:-
Honesty
Openness
Transparency
Respect
Adaptability
Reliability
Recognition
Acceptance of challenge
Accountability
A sense of shared purpose
The Board is alert to signs of possible cultural problems and recognises that the workforce is a vital source of insight into the culture of the company.
Monitoring of effectiveness
Monitoring efforts are focused on existing internal capabilities and information:-
- Training data
- Recruitment, reward and promotion decisions
- Use of non-disclosure agreements
- Whistleblowing, grievance and ‘speak-up’ data
- Board interaction with senior management and workforce
- Health and safety data, including near misses
- Promptness of payments to suppliers
- Attitudes to regulators, internal audit and employees
Areas including human resources, audit & risk and compliance offer an integrated approach to aid understanding of how behaviours and culture impact performance and offer analysis and advise the Board.
The Board identifies areas of good practice and excellence that are used to drive up standards across the business which reinforces the value that a healthy culture adds.
Lykele van der Broek
Non-Executive Chairman