Board
Alan Raleigh
Independent Non-Executive Chairman
Appointed to the Board:
August 2015
After gaining a BSc (Hons) in Production Engineering and Production Management from Strathclyde University Alan spent his career with Unilever plc holding a variety of senior positions in the UK, US and Japan. He was Executive Vice President, Personal Care Supply Chain until 2016.
Other roles:
Non-executive director of Cloetta, a Swedish confectionery company listed on the Stockholm Stock Exchange.
Committees:
Nomination (Chair), Audit & Risk (Chair), Remuneration
Sara Halton
Interim CEO & Non-Executive Director
Appointed to the Board:
January 2019
Sara has held key senior executive positions at well-known British brands, including Chief Executive Officer of Molton Brown. She brings a wealth of experience in driving strategic growth for global brands. Sara is a Chartered Accountant having gained MSc in Economics and Econometrics, and BSc in Economics, at the University of Southampton.
Other roles:
Non-executive director of Roys of Wroxham an independent chain of retail outlets based in Norfolk. Non-executive Director of the Crown Commercial Service which brings together policy, advice and direct buying; providing commercial services to the public sector and saving money for the taxpayer.
Guy Robinson
Non-Executive Director
Appointed to the Board:
January 1995
Guy has an honours degree in mechanical engineering from Nottingham University and qualified as a Chartered Accountant in 1981 at Coopers & Lybrand, working for them until he joined Robinson as Management Information Systems Manager in 1985.
He has held the positions of Group Financial Controller and Packaging Division Financial Director and was appointed Finance Director in 1995, a position which he held until 1 January 2021 when he was appointed Property Director. Guy became a Non-Executive Director on 25 June 2021. He will continue to work with the Board on the disposal of the Group’s surplus property portfolio.
Committees:
Remuneration (Chair), Nomination, Audit & Risk
Mike Cusick
Finance Director
Appointed to the Board:
January 2019
A qualified management accountant, Mike joined Robinson in 2015. Previously he was Group Commercial Finance Director, responsible for the post-acquisition integration of the Madrox business in Poland, and new commercial systems across the Group. Prior to joining Robinson, Mike gained international financial experience during 8 years in various finance roles at SIG plc, latterly as Financial Controller, Mainland Europe. Mike was appointed Finance Director on 1 January 2021.
QCA Corporate Governance Code
Chairman’s statement
The Group applies the Quoted Companies Alliance’s Corporate Governance Code (QCA Code). As Chairman, it is my responsibility to ensure the Company complies with the QCA Code and, where the Company deviates from it, to explain why the Directors believe this to be in the best interests of the Company. In this section, we share the Company’s good corporate governance structure and, where our approach differs from the QCA Code, we provide an appropriate explanation. More information on our approach to the 10 principles of the QCA Code can be found in this investor section of our website.
To read our statement of compliance please click here.
Governance structure
The Robinson Board recognises the importance of effective corporate governance in supporting the long-term success and sustainability of the business.
| Robinson plc Group Board
Meets monthly |
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| Nomination Committee
Meets twice per year |
Remuneration Committee
Meets twice per year |
Audit & Risk Committee
Meets four times per year |
| Senior Executive Committee
Meets monthly |
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| Operating businesses | ||
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Composition of the Board
The Company supports the concept of an effective Board leading the Group. The Board is responsible for approving Group policy and strategy with the aim of developing the business profitably, while assessing and managing the associated risks. The Directors are free to seek any further information they consider necessary. All Directors have access to independent professional advice at the Group’s expense.
The Board reviews its performance as an integral part of each Board meeting and appraises the performance of each Director.
The Board has a written statement of its responsibilities and there are written terms of reference for the Nomination, Remuneration and Audit and Risk Committees. These are available for reference on the Robinson website.
The Board consists of a Non-Executive Chairman, a Non-Executive Director, an interim CEO and a Finance Director. The Chairman of the Board is Alan Raleigh and the Group’s business is run by the Interim CEO (Sara Halton) and the Finance Director (Mike Cusick). The Board considers that both Alan Raleigh and Sara Halton are independent, but Guy Robinson is not due to his length of service with the Company.
The QCA’s guidelines state that the Board should have at least two independent non-executive Directors, and as such, the Company does not currently comply with this requirement. It is the Board’s view that because this is a short-term arrangement, whilst the Company conducts a search for a permanent CEO, it does not compromise overall corporate governance. -
Remuneration Committee
The Remuneration Committee is chaired by Alan Raleigh and includes Guy Robinson. On behalf of the Board, the Committee reviews and approves the remuneration and service contracts (including benefits) of the Executive Directors and other senior staff.
The Committee meets at least twice and as often as required during the year and is responsible for:
- establishing and maintaining formal and transparent procedures for developing policy on executive remuneration and for fixing the remuneration packages of individual Directors and monitoring and reporting on them;
- determining the remuneration, including pension arrangements, of the Directors; and
- determining the basis of Executive Director service agreements, having due regard for the interests of the shareholders.
The Directors’ remuneration report includes the Directors’ remuneration and further detail on the work carried out during the year which can be viewed in the latest Annual Report.
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Audit & Risk Committee
The Audit and Risk Committee is chaired by Alan Raleigh and includes Guy Robinson. This Committee reviews the interim and preliminary announcement of final results and the annual financial statements prior to their publication. It is also responsible for the appointment or dismissal of the external auditors and for agreeing their fees. It keeps under review the scope and methodology of the audit and its cost effectiveness together with the independence and objectivity of the auditors. It meets with the auditors at least twice per year to agree the audit plan and review the results of the audit.
The primary function of the Committee is to assist the Board in fulfilling its responsibilities regarding the integrity of financial reporting, audit, risk management and internal controls. This comprises:
- monitoring and reviewing the Group’s accounting policies, practices and significant accounting judgements; and
- reviewing the annual and interim financial statements and any public financial announcements and advising the Board on whether the annual report and accounts are fair, balanced and understandable.
In relation to the external audit:
- approving the appointment and recommending the reappointment of the external auditor and its terms of engagement and fees;
- considering the scope of work to be undertaken by the external auditor and reviewing the results of that work;
- reviewing and monitoring the independence of the external auditor and approving its provision of non-audit services;
- monitoring and reviewing the effectiveness of the external auditor;
- monitoring and reviewing the adequacy and effectiveness of the risk management systems and processes; and
- assessing and advising the Board on the internal financial, operational and compliance controls.
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Nomination Committee
The Nomination Committee is chaired by Alan Raleigh and includes Guy Robinson. This Committee will meet at least twice per year and reviews the Board’s structure, size and composition. It is also responsible for succession planning for Directors and other senior executives.
The key responsibilities of the Committee are:
- assessing whether the size, structure and composition of the Board (including its skills, knowledge, experience, independence and diversity) continue to meet the Group’s business and strategic needs;
- examining succession planning for Directors and other senior executives and for the key roles of Chairman of the Board and CEO; and
- identifying and nominating for approval by the Board, candidates to fill Board vacancies as and when they arise, together with leading the process for such appointments.
