Corporate Governance

At Origin, the Board regards good governance as one of the key elements of a sustainable corporate growth strategy and have chosen to adopt the Quoted Companies Alliance Corporate Governance Code (‘QCA Code’) as the basis for our corporate governance arrangements. In doing so, the Board regards this code as a strong governance foundation as we seek to apply the highest standards of corporate governance consistent with the size and complexity of the business. Our report below, together with the Strategic Report and Corporate Governance Statement in the 2018 Annual Report describes how Origin fully complies with the provisions set out in the 2018 QCA Code.

Rose Hynes, Non-executive Chairman

This disclosure was last reviewed and updated on 20 November 2018

Deliver Growth

QCA Code Principle Application (as set out by QCA) What we do and why
1. Establish a strategy and business model which promote long-term value for shareholders The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future. Origin Group’s strategy is explained fully within our Strategic Report section on pages 16 & 17 of our Annual Report and Accounts for the year ended 31 July 2018.

Our strategy is focused around five focus key strategic priorities: focus: application research and innovation, portfolio positioning, people and organisation, corporate development including strategic acquisitions and business expansion and delivering long-term shareholder value.

The key challenges to the business and how these are mitigated are detailed on pages 36 to 39 of our Annual Report and Accounts for the year ended 31 July 2018.
2. Seek to understand and meet shareholder needs and expectations Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.
The Company is committed to communicating openly with shareholders to ensure that its strategy, business model and performance are clearly understood. The Company also meet regularly with analysts and investors to obtain their views and in turn help them understand our business.

The Board is kept informed of the views of shareholders through the Chief Executive Officer, Chief Financial Officer and Head of Investor Relations’ attendance at investor meetings, capital market days and results presentations. Furthermore, relevant feedback from such meetings, investor relations reports and broker notes are provided to the entire Board on a regular basis. The Chairman is also readily available to meet institutional shareholders as and when appropriate. The Senior Independent Director and other Non-Executive Directors attend meetings with major shareholders if requested.

The Board recognises the AGM as an important opportunity to meet shareholders. The Directors are available to listen to the views of shareholders informally immediately following the AGM.

The Company Secretary engages annually with proxy advisors in advance of the AGM.

Where voting decisions are not in line with the Company’s expectations the Board will engage with those shareholders to understand and address any issues. The Chief Financial Officer is the main point of contact for such matters.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.
The Origin Group is committed to sustainable progress in all aspects of our business – for our people, customers, suppliers, environment and the communities we operate in. This is evidenced and underpinned by our vision and values.

The Origin Group recognise the value of sharing our ideas and information with each other and our stakeholders, for our continued success. Our Stakeholder Engagement Strategy (‘Let’s Talk’) was established during the 2018 financial year, to ensure that we enhance our existing feedback mechanisms, receive employee feedback directly, digesting and responding where required.

The Origin Group encourages feedback from our customers through a number of channels including our sales managers, agronomists and at iFarm demonstrations and trade fairs. Feedback is also received through social media such as Facebook and Twitter. Origin operates across a diverse range of communities with differing needs in different geographies. The Group is committed to engaging with and supporting the communities in which we operate.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).
The Risk Report on pages 34 to 39 of our Annual Report and Accounts for the year ended 31 July 2018 details risks to the business, how these are mitigated and the change in the identified risk over the last reporting period.

The Board considers risk to the business at the Audit and Risk Committee meetings (at least 4 meetings are held each year) with the risk register being updated every six months by each business unit. The Company formally reviews and documents the principal risks to the business at least annually. Both the Board and the senior management team are responsible for reviewing and evaluating risk.

Business Unit functional management and Executive Directors meet at least monthly to review ongoing trading performance, discuss budgets and forecasts and new risks associated with ongoing trading.

Maintain a Dynamic Management Framework

QCA Code Principle Application (as set out by QCA) What we do and why
5. Maintain the board as a well-functioning, balanced team led by the chair The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement.

The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfill their roles.
The Company is controlled by the Board of Directors. The Board is to provide leadership and the Directors are collectively responsible for the long-term success of the Group. Rose Hynes, the Non-Executive Chairman, is responsible for the running of the Board. Tom O’Mahony, the Chief Executive, together with the other Executive Directors, is responsible for the day-to-day running of the Group, carrying out agreed strategy and implementing specific Board decisions.

All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings. All Directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in the furtherance of their duties, if necessary, at the company’s expense.

The Board currently comprises Non-Executive Chairman, three Executive Directors and four Non-Executive Directors. The Board considers that all Non-Executive Directors bring an independent judgement and are satisfied that they are able to apply objective, unfettered and independent judgement and act in the best interest of the Company. Details of the Non-Executive Directors independence is outlined on page 56 of the Corporate Governance Statement of our Annual Report and Accounts for the year ended 31 July 2018.

The Board has a formal schedule of matters reserved to it and is supported by the Audit and Risk, Remuneration and Nomination Committees. The Schedule of Matters Reserved and Committees Terms of Reference are available on the Company’s website and can be accessed on the Corporate Governance page of this website. Details of the number of Board and Committee meetings and the attendance of Directors at these meetings, is outlined on page 56 of Corporate Governance Statement of our Annual Report and Accounts for the year ended 31 July 2018.

Under the terms of their appointment, all Directors are required to allocate sufficient time to discharge their responsibilities effectively. This matter is considered by the Nomination Committee on an ongoing basis in accordance with its terms of reference.
6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.

As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.
The Nomination Committee of the Board oversees the process and makes recommendations to the Board on all new Board appointments. Where new Board appointments are considered the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board, including gender. The Nomination Committee also considers succession planning.

The Board carries out an evaluation of its performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness.

The Company Secretary supports the Chairman in addressing the training and development needs of Directors.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review may be carried out internally or, ideally, externally facilitated from time to time.

The review should identify development or mentoring needs of individual directors or the wider senior management team.

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.
The Board carries out an evaluation of its performance annually, taking into account the Financial Reporting Council’s Guidance on Board Effectiveness.

All Directors’ performance is considered before being proposed for re-election to ensure that they continue to be effective. The independence and time commitment of all non-executive directors is considered annually by the Nomination Committee.

Appraisals are carried out each year with all Executive Directors.

The Board is committed to progressive refreshing of its membership taking into account the requirements of the future strategy of the Company and its deliverance.

The Board is committed to effectively managing leadership succession through a review of succession plans and ongoing engagement with senior executives in the Group.

The Board approved a change to its re-election policy during the year, in that all Directors shall offer themselves for re-election at the AGM.
8. Promote a corporate culture that is based on ethical values and behaviours The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.
Origin operates a decentralised business model, where each country and business has unique elements in its culture. These businesses, centred on employees and customers, operate within a group culture, that strives for innovation, operational and people excellence. The close involvement of the Executive Directors and Senior Executives with the businesses, continues to foster a culture of excellence across the Group. Through the Group’s principles and policies, the Directors are committed to ethical behaviours and values.
9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
  • size and complexity; and
  • capacity, appetite and tolerance for risk.
The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.
Our Corporate Governance Statement on pages 54 to 78 of our Annual Report & Accounts for the year ended 31 July 2018 details the company’s governance structures and why they are appropriate and suitable for the company.

Build Trust

QCA Code Principle Application (as set out by QCA) What we do and why
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the Company.

In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:
  • the shareholders’ understanding of the unique circumstances and constraints faced by the company.
  • capacity, appetite and tolerance for risk.
It should be clear where these communication practices are described (annual report or website).
The Company communicates with shareholders through the Annual Report and Accounts, interim and annual results announcements, the AGM and one-to-one meetings with existing shareholders or potential new shareholders.

Information is also disseminated to shareholders and the market generally, via regulatory information services, as well as the Company’s website: www.originenterprises.com, which provides the full text of press releases and all regulatory announcements. All current and historical Annual and Interim Reports and investor presentations are also made available on the Company’s website.

The Board is kept informed of the views of shareholders through the Chief Executive Officer, Chief Financial Officer and Head of Investor Relations’ attendance at investor meetings, capital market days and results presentations. Furthermore, relevant feedback from such meetings, investor relations reports and broker notes are provided to the entire Board on a regular basis.

The Board

The Board currently comprises the non executive Chairman, three executive and four non-executive directors. The Board considers all non-executive directors capable of exercising independent judgement

Enhanced and effective governance is achieved by the separation of the roles of Chairman and Chief Executive Officer. The Board is responsible for setting the strategic direction and for providing leadership and control of the Company and the Group.

Schedule of Matters Reserves for the Board

There are certain matters that are deemed sufficiently significant to be reserved for the Board.

  • Setting of Group strategy and long term objectives
  • Approval of annual and interim results and report, interim management statements and any non-routine stock exchange announcements
  • Approval of the annual budget
  • Approval of the dividend policy
  • Changes to the Company's capital structure
  • Policy on remuneration for Executive Directors and Senior Management Team
  • Approval of significant acquisitions
  • Approval of significant capital expenditure

Delegation of Matters

Certain matters are delegated to Board committees, the details of which are set out below.

The Chairman is responsible for the operational efficiency of the Board and for ensuring that all directors have full and timely access to the information necessary to enable them to discharge their duties. The Board has delegated responsibility for the day-to-day management of the Group, through the Chief Executive Officer, to executive management.

The directors have full access to the advice and services of the Company Secretary, who also acts as secretary to all of the Board committees, is responsible to the Board for ensuring that Board procedures are followed and ensuring compliance with applicable rules and regulations. The directors also have access to independent professional advice, at the Group’s expense, if and when required.

Introduction to the Group

All new Directors are comprehensively briefed on the Group and its operations upon joining the Board. They also receive extensive induction materials (via the Directors' electronic boardroom). Training requirements are considered as part of the ongoing Board evaluation process.

The Company’s Articles of Association provide that one third of the Directors shall retire by rotation each year. The Board approved a change to its re-election policy during the year, in that all Directors shall offer themselves for re-election at the Annual General Meeting of the Company.

Meetings of directors are held regularly, usually on a monthly basis.The Board established an Audit and Risk Committee, a Nomination Committee and a Remuneration Committee.

These Committees operate under clearly defined Terms of Reference and report to the Board at each Board meeting via the relevant Committees Chairman. Details of membership of these Board committees is given under Board of Directors biographies on this website.

Terms of Reference - Board Committees

Memorandum and Articles of Association