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QCA Corporate Governance Code

Newable’s Statement of Compliance with the QCA Corporate Governance Code

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To ensure we maintain this high standard of corporate governance, the Group Board adopted the
Quoted Companies Alliance (“QCA”) Corporate Governance Code from 1 April 2019. This followed a
review of a number of possible Corporate Governance Codes in addition to the QCA Code, particularly
the UK Corporate Governance Code and the Wates Corporate Governance Principles for Large Private
Companies.

We have set out below our approach in relation to complying with each of the ten principles of the QCA Code.

Principle 1: Establish a strategy and business model which promote long-term value for shareholders

Our business strategy is to develop Newable in order to provide:

  • Money, advice and workspace for clients
  • Rewarding and fulfilling careers for staff
  • Balanced returns for stakeholders

As a company limited by guarantee, Newable does not have shareholders. Instead, we operate
using the following core principles:

  • To derive long-term value in an environmentally friendly manner for all of our stakeholders
    including its members and customers
  • To make sustainable profits from helping other businesses to thrive.

Please see the Strategic Report section of our Annual Report for more information on the key
strategic execution challenges and how they will be addressed.

Principle 2: Seek to understand and meet shareholder needs and expectations

Newable’s original and new ordinary members (“members”) are the London Boroughs and the
Corporation of London. The Company Articles specify a proportion (less than 20%) of the Board of
Directors (“the Board”) must be Borough Representatives.

Each year, Newable provides members with its Annual Report and a review of Newable’s activities.
The members are invited to attend the Annual General Meeting, where they have the opportunity
to ask questions and address any concerns to the Board. Two of the Non-Executive Directors
(“NEDs”) are required to represent the London Boroughs and to help ensure the Board maintains
an understanding of the views of the members.

Any member, or any of Newable’s other stakeholders, can request a meeting with the Company’s
leadership by contacting the Group Chief Financial Officer, Michael Walsh:
michael.walsh@newable.co.uk.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success.

Newable publishes, at the beginning of each financial year, its ‘ESG Report’ to reflect the wider
contribution made by Newable’s day to day activities. The report can be found on our website.

Newable has established an Environmental and Social Impact Committee of the Board led by a
senior NED to expand Newable’s programme in this important area. This new Committee was
approved by the Board in July 2020 and is supported by an Environment Committee and a Values
Committee.

In addition, we have launched an ESG Project to enhance and strengthen Newable’s work
on ESG and to provide more visibility about how much Newable has already long been doing
in the ESG space. This project is on-going and has developed an ESG Strategy, worked on
developing additional policies and processes to strengthen our engagement with stakeholders
and continues to further strengthen Newable’s commitments and environmental credentials.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

The Risk and Governance Committee has played a key role in promoting the efforts to further develop
Newable’s risk culture and to enhance staff’s understanding of Newable’s risks, and their role in managing
and mitigating those risks. The Committee leads on the formal regular reviews of Newable’s risk policies,
risk appetite and risk management information, reviews and approves key governance policies and makes
appropriate recommendations to the Board. This Committee also oversees the work of Newable’s Cyber
Security Committee and the work of Newable’s Crisis Management Team.

Newable’s Audit Committee is supported by an internal audit function that is outsourced to RSM, an
independent firm. During the year, the Audit Committee reviewed the results of a number of internal audit
reports covering various issues, to test the strength of our internal controls and risk processes.
RSM will continue this programme of work in the forthcoming year, which is part of a planned rolling
programme across Newable.
Principle 5: Maintaining the Board as a well-functioning, balanced team
led by the Chair
The Group Board of Directors meets formally three times during the financial year, in addition to a number
of additional meetings outside the normal course of business to address specific issues or proposals.
The Group Board has overall responsibility for leading and controlling Newable and is accountable to the
ordinary members for financial and operational performance.

As at 31 March 2021, the Group Board was comprised of:

  • A Non-Executive Chair
  • Four Executive Directors
  • Five NEDs
  • With the exception of the Chair and one Non-Executive Director, both Borough Representatives, the remaining NEDs are Private Members of the Company.

Two Non-Executive Directors have served in excess of 10 years, however the Board believes that they
both remain objective and at arm’s length of the company given their wide range of external appointments
to other Boards and the extent of their professional experience. Their continued engagement and
contributions are highly valued.

The Group Board has reviewed the independence of the NEDs and has concluded that, with the exception
of the two NEDs who are also Councillors representing two of Newable’s original ordinary members,
the London Borough of Hackney and the London Borough of Lambeth respectively, the Non-Executive
Directors are independent.

The Group Board is supplied with comprehensive Board papers in advance of each Board meeting,
including financial and business reports covering each of Newable’s principal business activities.

Regular attendance at Group Board meetings, Committee and Subsidiary Board meetings (with meetings
lasting normally two to three hours) is an important commitment on the part of Executive and NEDs
to ensure that governance arrangements remain robust and effective. In addition, NEDs chair and are
included in the membership of all the Group Board’s Committees.

Group Board Meetings Attendance:

Directors Name To May 2021 To May 2020
P G Collis 3/3 3/3
J Hopkins 2/3 3/3
A G MacLennan 3/3 3/3
M Karim 3/3 N/A
C J Manson 3/3 3/3
J Montgomery CB (resigned 12 March 2021) 2/3 1/3
G Nicholson (Chair) 3/3 3/3
V A Sharp 3/3 3/3
M B Walsh 3/3 3/3
A M Watts 3/3 3/3
M B Whitefield 3/3 3/3
N K Wright (resigned 26 March 2020) N/A 2/3

Principle 6: Ensure that between them the Directors have the necessary up-todate experience, skills and capabilities

The Executives and NEDs bring together a broad range of business and Government experience
and apply independent, objective and informed analysis to discussions and decisions.

This enables the Group Board to provide clear and effective leadership and maintain the highest
standards of integrity across Newable’s business activities. Biographical details of members of the
Group Board are detailed on Newable’s external website at: https://www.newable.co.uk/team.php

The roles of the Chair and Chief Executive Officer are kept distinct and separate, with a clear
division of responsibilities. Peter Collis acts as the Senior Independent Director and provides, as
required, advice and guidance on issues being addressed by the Board. The Board considers that
both the Non-Executive Group Chair and the Senior Independent Director are independent of the
Chief Executive Officer.

All Directors have access to the advice and services of the Company Secretary, who is responsible
to the Board for ensuring that Board procedures are followed and that applicable rules and
regulations are complied with. In addition, all Directors are able to obtain relevant independent
professional advice at the Company’s expense and undertake training on specific issues, new legal
requirements and technical developments as and when required.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Group Board undertakes an annual self-assessment process, the results of which are reviewed
by the Board and the Nominations Committee, which helps to inform future priorities for Board
performance development generally. In addition the Board periodically (usually every three years)
undertakes a third-party evaluation of Board performance and effectiveness, the latest review of
which took place during the last financial year. The results of the independent review were very
positive and its recommendations are currently being reviewed and implemented.

The Group Board and its Committees also undertake annual reviews of all of the following:

  • Conflicts of interest and related policies
  • Whistleblowing policy
  • Executive remuneration and performance
  • ESG Strategy and policies
  • Board and Committee terms of reference
  • Relevant legal and compliance developments
  • Relevant health and safety matters
  • Risk Management Framework and Risk Appetite Statements

Principle 8: Promote a culture that is based on ethical values and behaviours

Newable is a values-driven business. Our five values were defined as a result of a Group wide engagement
process in 2016 and reflect the underlying principles that Newable has operated under since it was
founded in 1982. The five values are Dream Big, Get Going, Grow Together, Always Improve and Pass it On.
Newable remains committed to these values which underpin its strategy.

Together these values are intended to help foster a culture that generates professional confidence, an
inclusive and high-morale working environment that promotes ethical behaviour and high standards in
the workplace and in our relationships with third parties. We monitor progress against our values through
regular staff surveys which are discussed and reviewed at Board meetings.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

The Group Board has adopted a formal schedule of matters that detail key aspects of the Company’s
affairs and activities; these are presented to the Group Board for decision and/or adoption.
Responsibility for the development and recommendations of strategic plans and for the implementation
of strategies and policies approved by the Group Board and operational management is delegated to the
Boards of Newable’s individual businesses and the Group Board Committees. Both Executive and NEDs
are members of the business Boards and Committees.

During the year, particular areas of focus for the Group Board, its supporting Committees and the Business Boards included:

  • Strategic Direction
  • Business Acquisition Proposals
  • Cyber Security
  • Newable’s environmental impact and how to address it
  • Regulatory compliance, particularly GDPR and Anti-financial crime policies
  • Financial reporting and monitoring
  • Capital Structure and planning
  • Diversity, inclusion and company culture
  • Governance, board composition and evaluation

In order to ensure effective control and oversight, the Group Board has a number of Committees with
specific responsibilities defined by written terms of reference, which are reviewed annually.

During FY2020 a significant restructuring of the Board’s Committees took place. Previously the
Group Board had three Committees. These were:

  • The Audit Review Committee
  • The Remuneration and Personnel Committee
  • The Nominations Committee

In addition, there was a Risk Committee which was a subcommittee of the Audit Review
Committee.

The proposed revised committee structure was approved by the Group Board at its July 2020
meeting and the restructured committees held their first meetings in autumn 2020. The revised
committee structure comprises:

  • The Audit Committee
  • The Remuneration Committee
  • The Risk and Governance Committee
  • The Environmental and Social Impact Committee (“ESI”), and
  • The Nominations Committee

In addition, the Cyber Security Committee is a subcommittee of the Risk and Governance
Committee.

There were several major drivers for the revised structure:

  • To further strengthen Newable’s risk processes by establishing the Risk Committee (now the Risk and Governance Committee) as a Committee of the Board.
  • To focus the Audit Committee on its core role of oversight of the year end audit process,
    relations with the external auditors and its oversight and review of Newable’s internal controls
    including Newable’s internal audit programme. As a result, its previous responsibility for
    reviewing and approving key policies and for Newable’s governance arrangements has been
    transferred to the strengthened Risk and Governance Committee.
  • The Remuneration Committee has transferred its oversight of staff policies and diversity
    policies / company culture to the new ESI Committee.
  • To provide greater focus and visibility to Newable’s historic commitment to ESG and to
    Newable’s wider stakeholders, a new Committee – the ESI Committee – has been established,
    which will focus on the environmental, social, stakeholder agenda and will also consider
    governance issues where they relate to the ESG agenda before referring to the Risk and
    Governance Committee for final approval.

Terms of Reference for the Committees are available on request from the Company Secretary.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholder

Newable communicates annually with the original and new ordinary members through the Annual
Report and Financial Statements that are distributed to all Members, the Annual General Meeting
(AGM) itself and all are extended an invitation to have one-to-one meetings. Access to corporate
information is also available to Members, customers both current and future, and Newable’s other
stakeholders, through Newable’s external website, www.newable.co.uk.