Corporate Governance Framework

The Company has a comprehensive investor relations programme which includes offering meetings to our top 20 shareholders, potential shareholders and buy and sell side analysts. Primary responsibility for shareholder relations rests with Mirek Stachowicz, CEO and Paul Bal, CFO, supported by the Company Secretary. They ensure there is effective communication with shareholders on matters such as governance and strategy. The Board receives regular updates from the CFO including feedback following meetings and analyst updates are circulated to the Board. Prior to COVID-19, roadshows were held in London, Poland and North America with institutional investors, and various conferences were also attended. One-to-one investor meetings were held throughout the year with the CEO and CFO both faceto-face and from March 2020 by telephone or video conference.

David Maloney is available for calls and meetings to our top 20 shareholders throughout the year and governance meetings are offered with the Chair and the Company Secretary ahead of the AGM. The Company’s website, www.stockspirits.com, includes a dedicated Investor section and provides an easily accessible communication channel for existing and potential investors. Private shareholders are encouraged to attend the Company’s AGM (when legislation allows), or to submit questions via the website. The website also provides the latest news, historical financial information, details about forthcoming events and other information regarding Stock Spirits.

Regular presentations take place at the time of the interim and final results, as well as during the rest of the year. The Committee Chairs and all of the Directors make themselves available for meetings and interact with shareholders throughout the year as required. The Directors are usually available at the AGM, however, as this is unlikely for the 2021 AGM, shareholders are encouraged to either submit questions via the website or send an email to: sally.kenward@stockspirits.com.

The Group encourages strong and positive relationships with all our stakeholders, including shareholders, employees, suppliers, customers, local and national governments, consumers and the communities in which we operate. Further details on our stakeholder engagement during the year and how their views have been taken into account in the Board’s decision-making can be found on pages 16 to 19 of ARA 2020. The Board would usually meet employees during operational site visits to the markets and would hold Town Halls, however, this has not been possible this year. More details regarding the engagement sessions held by the designated NED are on pages 76 to 79 of ARA 2020. Workforce engagement will continue to be discussed at each Board meeting and further details are on pages 17 and 36 of ARA 2020.

See page 74 of ARA 2020 for a clear definition of the Chair’s role. The Company has established an Audit Committee, a Nomination Committee, a Remuneration Committee, a Disclosure Committee and a Responsible Business Committee.

The Board delegates authority to its Committees to carry out certain tasks on its behalf, so that it can operate efficiently and give the right level of attention and consideration to relevant matters. The composition and role of each Committee is summarised in each of the respective Committee Reports. The role and responsibilities of each Board Committee are set out in formal Terms of Reference, which are available on the Company’s website. The Board Committees make recommendations to the Board as they see fit, as contemplated by their Terms of Reference.

The Chair and the Company Secretary work together to ensure Board papers are clear, accurate, delivered in a timely manner and of sufficient quality to enable the Board to discharge its duties.

The Company is led and controlled by the Board. The names, responsibilities and details of the current Directors appointed to the Board are set out on pages 62 and 63 of ARA 2020. A skills and experience matrix is included on page 88. The biographies and matrix illustrate that the Non-Executive Directors (NEDs) have a range of skills and experience including expertise in the food and drinks industry within Europe and beyond, that is relevant to the management of the Company.

The Board believes that there is an appropriate balance between the Executives and NEDs and that this balance is enhanced by the varying lengths of service, diversity and expertise of the NEDs.

The Board’s full responsibilities are set out in the ‘Matters Reserved for the Board’ and are available on the Company’s website, www.stockspirits.com. There is a clear separation of the roles of the Chair and CEO and the division of responsibilities is detailed on page 74 of ARA 2020. The partnership between David Maloney and Mirek Stachowicz is based on mutual trust and is facilitated by regular contact between the two. The separation of authority enhances independent oversight of the executive management by the Board and helps to ensure that no one individual on the Board has unfettered authority.

No individual or group dominates the Board’s decision-making processes. All NEDs, including the Chair, serve on the basis of letters of appointment that are available for inspection at the Company’s registered office. The Executive Directors’ service contracts are also available for inspection at the Company’s registered office.

The Chair, with the support of the Company Secretary, is responsible for the induction of new Directors and the ongoing training and development of all Directors. New Directors receive a full, formal and tailored induction on joining the Board, designed to provide an understanding of the Group’s business, governance and key stakeholders. The induction process includes site visits, meetings with key individuals, and briefings on key business, legal and regulatory issues facing the Group.

As the internal and external business environment changes, it is important to ensure the Directors’ skills and knowledge are refreshed and updated regularly. Accordingly the Chair, with the assistance of the Company Secretary, ensures that regular updates on corporate governance, regulatory and technical matters are provided to Directors at Board meetings. During the year, the Board received updates on environmental matters and climate change; S172 and stakeholder engagement; the impact of COVID-19 on governance and Director remuneration, along with regular updates on governance related matters.

During the year, operational site visits were arranged for the Board, however, due to COVID-19 these were postponed. Instead, the senior management teams in each market were invited to present updates to the Board virtually and this will continue until the Board can resume travelling to our markets.

The Directors have access to the Board portal which gives access to accurate and timely information and they also have access to the Company Secretary and to independent professional advice.

Appointments to the Board are made in accordance with a formal, rigorous and transparent procedure and regular succession planning is carried out with a continued focus on diversity. Please see page 89 of ARA 2020 for further details.

In accordance with the Code and the Directors’ letters of appointment, the Directors will put themselves forward for annual re-election. Following recommendations from the Nomination Committee, the Board considers that all Directors continue to be effective, committed to their roles and to have sufficient time available to perform their duties. Accordingly, all Directors will seek re-election at the Company’s forthcoming AGM.

The Board composition, experience, balance of skills and effectiveness are regularly reviewed to ensure the right mix of people are on the Board and its Committees. The Board comprises eight Directors: a Chair (who, for the purposes of the Code, was independent on appointment); a Senior Independent Director (SID); four Independent NEDs; and two Executive Directors. See pages 62 to 63 of ARA 2020 for details of the Board’s experience and page 88 for the skills matrix and length of service of the Board.

The Company does not place a term limit on a Director’s service, as all continuing Directors will present themselves for annual re-election by shareholders at the Company’s Annual General Meetings (AGMs).

The effectiveness and performance of the Board is vital to our continuing success. Following the external evaluation in 2019, an internal evaluation of the performance of the Board, its Committees and the Chair was carried out during the year and was conducted according to the guidance in the Code. The process of evaluating the performance was undertaken by the Company Secretary under the direction of the Chair. A tailored, high-level questionnaire was provided to the Directors to complete. This was structured to provide Directors with an opportunity to express their views on:

• The performance of the Board and its Committees, including how the Directors work together as a whole,
• The balance of skills, experience, independence and knowledge of the Directors, and
• Individual performance, and whether each Director continues to make an effective contribution.

The process confirmed that all Directors contribute effectively, demonstrate a highlevel of commitment and dedication to their role, and together provide the skills and experience that are relevant and necessary for the leadership and direction of the Group. The areas of focus for the year ahead were agreed to be a continuing focus on gender diversity, increased attention to environmental and social matters, stakeholder engagement and S172 requirements and the strategy for the Group.

The responses to the evaluation of the Board and its Committees were reviewed with the Chair and considered by the Board and were also discussed individually between the Chair and each Director. The results of the evaluation of the Chair’s performance were considered by the SID and discussed with the Chair at a separate one-to-one meeting. The outcome of these meetings and the overall Board discussion on the results, indicated that the Board is working well and that there were no significant concerns among the Directors about its effectiveness. It was generally felt that the actions agreed from the previous year’s external evaluation had been progressed. These actions included a review of the vision, culture and strategy of the Group and supporting the launch of the Group behaviours.

For 2021, an internal evaluation of the performance of the Board, its Committees and the Chair will take place. The process of evaluation will be undertaken by the Company Secretary under the direction of the Chair.

Chair

The Board is chaired by David Maloney, a NED who met the independence criteria in the Code on his appointment. It is the Chair’s duty to lead the Board and to ensure Directors have sufficient resources available to them to fulfil their statutory duties and are kept fully informed of relevant matters. The Chair is responsible for setting the Board’s agenda, ensuring adequate time is available for discussion of all agenda items and ensuring a particular focus on strategic issues.

The Chair promotes a culture of openness and debate by facilitating the effective contribution of NEDs in particular, and by encouraging constructive relations between Executive Directors and NEDs. The Chair ensures effectiveness of the Board and engages in discussions with shareholders.

Non-Executive Directors (NED)

The NEDs constructively challenge the Executive Directors; develop proposals on strategy; scrutinise the performance of management; satisfy themselves on the integrity of the financial information, controls and systems of risk management; and make recommendations to the Board regarding Board appointments.

The Board considers and reviews each NED’s independence on an annual basis, as part of the Directors’ performance evaluation. In carrying out the review, consideration is given to factors such as their character, judgement, commitment and performance on the Board and relevant Committees, and their ability to provide objective challenge to management. The Board has considered the findings from the internal Board evaluation exercise carried out during the year and reviewed the independence of each NED. The Board is of the view that all were and continue to be, independent in accordance with the provisions of the Code.

Chief Executive Officer (CEO)

Mirek Stachowicz is the CEO. Through delegation from the Board, he is responsible for executive management of the Group, including the development and implementation of the Group’s strategic objectives and leading discussions with shareholders. In fulfilling his duties, the CEO is supported by the senior management team, whom he also leads.

Role of the Senior Independent Director (SID)

John Nicolson is the SID and is available to shareholders if they have concerns that the normal channels of Chair, CEO or other Executive Directors have failed to resolve, or for which such channels of communication are inappropriate. The SID also acts as an internal sounding board for the Chair, and serves as intermediary for the other Directors, with the Chair, when necessary. The role of the SID is considered to be an important check and balance in the Group’s governance structure. In accordance with the Code, neither the Chair nor the SID are employed as executives of the Group.

Chief Financial Officer (CFO)

Paul Bal is the CFO. He manages all aspects of the Group’s financial affairs, is responsible for the management of the capital structure; contributes to the management of Group operations and leads shareholder discussions alongside the CEO.

Company Secretary

The Company Secretary supports the Chair in setting the agenda for Board meetings; ensures information is made available to Board members in a timely fashion; supports the Chair in designing and delivering Board inductions and Board effectiveness reviews; co-ordinates training requirements for the Board; and advises on corporate governance matters.