QCA Corporate Governance Code Newable’s Statement of Compliance with the QCA Corporate Governance Code Last updated on February 11, 2021 at 16:31 Newable is committed to maintaining the highest standards of corporate governance. It is the responsibility of the Group Board to ensure that the Company and the wider Group have in place the structure, strategy and people to deliver value and effective corporate governance for our stakeholders. The Group Board recognising that in the absence of traditional shareholders and the corporate governance challenge they bring to a business; set about ensuring that we apply a high standard of corporate governance and objective challenge to our business. This approach to Governance and corporate leadership has been the principle that we have followed over the last ten plus years. To ensure that going forward we maintain this high standard of Governance, the Group Board agreed to formally adopt the Quoted Companies Alliance (“QCA”) Corporate Governance Code from 1 April 2019. The adoption of the QCA Code also reflects our commitment to our application of our values framework and provides the enhanced context in which we can expand our commitment and belief in our environmental, ethical, social and governance values whilst exemplifying Newable’s five core corporate values: Dream Big, Get Going, Grow Together, Always Improve and Pass it On. We have set out below our approach in relation to complying with each of the ten principles of the QCA Code. Guy Nicholson Group Chair Principle 1: Establish a strategy and business model which promote long-term value for shareholders As a company limited by guarantee, Newable does not have shareholders. Instead, it seeks to derive long-term value for all of its stakeholders including its customers. Newable’s purpose is to make a sustainable profit from helping other businesses thrive. Our business model and 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 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 Limited is a Company limited by guarantee with no shareholders. Instead, it has a combination of private and original and new ‘ordinary members’. The original and new ordinary members are the London Boroughs and the Corporation of London. The Company Articles specify a proportion (less than 20%) of the Board of Directors must be Borough Representatives. Each year, Newable provides the original and new ordinary members with an Annual Report and review of Newable’s activities. The ordinary members are invited to attend the Annual General Meeting, where they have the opportunity to ask questions and address any concerns to the Board of Directors. Two of the NED’s are required by Newable’s Articles to represent the London Boroughs and to help to ensure that the rest of the Board maintain an understanding of the views of the ordinary members on an on-going basis. Any of the original and new ordinary members can request a meeting with the company’s leadership by contacting the 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 fiscal year its ‘Making an Impact’ report to reflect the social contribution made by Newable’s day to day activities. The report can be found on our website or here. Newable is in the process of establishing an Environmental and Social Impact Committee of the Board led by a senior NED to expand Newable’s programme in this important area for the business. It is planned that this new Committee will be approved at this year’s AGM to be held in November. In addition, we have worked with Green Mark to achieve an internationally recognised corporate environmental accreditation for our Head Office at 140 Aldersgate and this programme will be extended across the group. Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation The Audit Review Committee and its sub-committee, the Group Risk Committee, lead on the formal regular reviews of Newable’s risk processes, risk appetite and risk management information, and makes the appropriate recommendations to the Board. Newable’s Audit Review Committee is supported by an internal audit function that is outsourced to RSM, an independent firm. During the year, the Audit Review Committee reviewed the results of a number of internal audit reports covering various issues, to test the strength of our internal controls and risk management 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 meet 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 2020, the Group Board was comprised of a Non-Executive Chair, four Executive Directors and six Non-Executive Directors. With the exception of the Chair and one Non-Executive Director, both Borough Representatives, the remaining Non-Executive Directors are Private Members of the Company. The Group Board is aware that two Non-Executive Directors have served in excess of 10 years. The Board believes that they both remain objective and arm’s length of the company given their wide range of external appointments to other Boards and the extent of their professional experience. Their continuing engagement and contributions are highly valued. The Group Board has reviewed the independence of the Non-Executive Directors and has concluded that, with the exception of the two NED’s 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 and Committee meetings is an important commitment on the part of Executive and Non-Executive Directors to ensure that governance arrangements remain robust and effective. Board Meeting Attendance: Director’s Name To May 2020 To May 2019 P G Collis CB 3/3 3/3 J Hopkins 2/3 3/3 A G MacLennan 3/3 3/3 C J Manson 3/3 3/3 J Montgomery CB 1/3 2/3 G Nicholson 3/3 3/3 V A Sharp 3/3 3/3 M B Walsh 3/3 2/3 A M Watts CBE 3/3 3/3 M B Whitefield 3/3 3/3 N K Wright (resigned 26 March 2020) 2/3 3/3 Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities The Executive and Non-Executive Directors 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 Group Chair and Chief Executive Officer are kept distinct and separate, with a clear division of responsibilities. Peter Collis acts as the Senior Independent Director. The Board considers that both the Non-Executive Group Chair and the Senior Independent Director are independent of the Chief Executive. When combined with the Group Boards Independent Non-Executive Directors and the use of the Board Committees all combine to facilitate a forum for clear, independent and unfettered governance and communication both internal and external to the business. 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 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 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 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 have been defined as a result of a Group wide engagement process. The five values are Dream Big, Get Going, Grow Together, Always Improve and Pass it On. Together the 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. 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 which 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 Non-Executive Directors 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 include: Strategic Direction Business Acquisition Proposals Cyber security 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. These are the Audit Review Committee, Remuneration & Personnel Committee and the Nominations Committee. Terms of Reference for the Committees are available on request from the Company Secretary. A summary of each Committee’s activities throughout the year is provided below. Audit Review Committee The Audit Review Committee usually meets three times in the year, consisting of three independent Non-Executive Directors. In addition, the Chief Executive Officer, the Chief Financial Officer, external auditors and internal auditors attend by invitation at the discretion of the Chair. The Committee is responsible for assisting the Board in discharging its responsibilities for the selection of accounting policies and financial reporting, internal controls and its risk management framework. Newable management have established a system of internal control, which includes the accounting systems needed to manage and record transactions undertaken by the business. However, it must be recognised that any system cannot provide absolute assurance against material misstatement or loss. In addition, the Committee monitors and reviews corporate governance practices and performance on an annual basis on behalf of the Board. The Audit Review Committee also reviews the independence of the external auditors, including the relationship between audit and non-audit work performed by the external auditors, the nature and scope of the audit with the external auditors prior to commencement and it continues to monitor the scope and results of the annual audit, including its cost effectiveness and objectivity. The Committee also formally evaluates the performance of the external and internal auditors on an annual basis. The internal and external auditors have direct access, if required, to the Chair of the Committee. The internal auditor meets regularly with the CEO on a solus basis. Audit Review Committee Meeting Attendance: Director’s Name To May 2020 To May 2019 P G Collis CB 3/3 3/3 A G MacLennan (appointed 17 October 2018) 3/3 2/2 V A Sharp (appointed 1 January 2018) 3/3 3/3 A M Watts CBE (resigned 17 October 2018) N/A 3/3 Remuneration and Personnel Committee The Remuneration and Personnel Committee also usually meets three times per year. The Remuneration and Personnel Committee consists of three independent Non-Executive Directors. Executive Directors may attend at the invitation of the Chair to report on specific matters (but are always excluded when their own performance and remuneration are under review). The Remuneration and Personnel Committee assists the Board in discharging its responsibilities for executive remuneration policy, remuneration arrangements of Directors and remuneration, employment and personnel policy generally across the Group. For further details of the work of the Remuneration and Personnel Committee, refer to the Remuneration and Personnel Committee Review in the Annual Report Remuneration & Personnel Committee Meetings: Director’s Name To May 2020 To May 2019 P G Collis CB 3/3 3/3 A G MacLennan 3/3 3/3 V A Sharp N/A 3/3 A M Watts CBE 3/3 3/3 Nominations The Nominations Committee usually holds one meeting annually. It consists of two Non-Executive Directors and one Executive Director. The Committee is responsible for assisting the Board in the formal selection and appointment of Directors. The Committee considers potential candidates and recommends the appointment of new Directors to the Board. The Committee also takes responsibility on behalf of the Board for the recruitment, induction and training of new Directors and the assessment of Board and individual Director’s performance. It evaluates Board members’ performance, which includes a review of attendance records and contributions to meetings. The Committee also reviews and reports on performance in relation to Board and Sub-Committee administration including the content and timeliness of papers and minutes. Nominations Committee Attendance: Director’s Name To May 2020 To May 2019 P G Collis CB 1/1 1/1 A G MacLennan (resigned 17 October 2018) N/A 1/1 C J Manson 1/1 1/1 V A Sharp (appointed 3 July 2018; resigned 17 October 2018) N/A 1/1 A M Watts CBE 1/1 1/1 Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders Newable communicates with its stakeholders, the original and new ordinary members, through the Annual Report and Financial Statements that are distributed to all stakeholders, the Annual General Meeting (AGM) itself and all are extended the invitation to one-to-one meetings on an annual basis. Access to corporate information is also available to the ordinary members, customers both current and future, and the wider public, through Newable’s website. 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