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We are committed to being a responsible business and acting with integrity and openness

Our Board has clearly defined roles and responsibilities in line with the UK Corporate Governance Code, as set out in the documents below:

Our governance framework includes policies on behaving ethically as well as complying with regulations

Our Code of Conduct sets out what we expect from our employees and what they can expect from us. It ensures that we act in line with our Core Values, relevant laws and regulations, industry standards and stakeholder expectations.

Code of Conduct

In addition, our Supplier Code of Conduct provides guidance for our suppliers on our values and commitments and the ethical standards expected by all our stakeholders.

Supplier Code of Conduct

To deliver our purpose and strategy, we want to foster diversity of thought and create an inclusive environment where each person can bring their whole self to work. You can download our Board diversity policy which is reviewed by the Board below.

Board diversity policy

The committees assist the Board by focusing on specific activities and undertaking deep dive reviews in particular areas throughout the year. They report to the Board on their decisions and actions and make recommendations in line with their terms of reference.

All members of the audit, remuneration, nomination and responsible business committees are independent.

Audit committee

Ensures the effectiveness of the Group’s financial reporting, system of internal controls and risk management and the integrity of our external and internal audit functions.

Reviews and monitors the objectivity and independence of our external auditor and oversees the Group’s policy on non-audit services that may be provided by the external auditor.

Members: Sharon Fennessy (Chair), Malcolm Cooper, David Lowden and Jen Tippin

Audit committee terms of reference

Remuneration committee

Develops policy on executive remuneration and determines remuneration for our directors and Group management team.

Reviews workforce remuneration and monitors related policies, satisfying itself that incentives and rewards are aligned to the Group’s culture and performance.

Members: Jen Tippin (chair), David Lowden and Kathy Quashie

Remuneration committee terms of reference

Nomination committee

Leads the process for appointments to the Board. This includes ensuring that plans are in place for an orderly succession to the Board and leadership team that takes diversity into consideration.

Reviews workforce policies and practices and monitors their consistency with the Group’s culture, purpose and strategy.

Members: Michael Findlay (Chair), Malcolm Cooper, Sharon Fennessy, David Lowden, Kathy Quashie and Jen Tippin

Nomination committee terms of reference

Responsible business committee

Reviews the Group’s safety performance and monitors progress to deliver our Total Commitments, regulatory obligations and developments in responsible business reporting.

Members: Malcolm Cooper (Chair) and Michael Findlay

Responsible Business committee terms of reference

Listening to and understanding the views of its key stakeholders form an integral part of the Board’s decision-making.

Our s172 statement together with examples of how the Directors have oversight of stakeholder matters and had regard for these matters when making decisions are detailed in the annual report.

S172 statement

The following Group policies set out minimum standards for our divisions. Each division may develop these policies further to suit their particular needs.

We aim to provide all our employees with opportunities to develop and balance their working life in an inclusive and empowered culture. The new ideas and innovations that a diverse workforce brings are critical to our future.

We are a large Group with an extensive supply chain. Our approach is to develop long-term partnerships with suppliers whose policies, values and culture are aligned to our own. We take a zero-tolerance approach to slavery and human trafficking and are committed to ensuring that all our employees and subcontractors, as well as the people who work on our behalf, are protected.

Section 172 of the Companies Act 2006 (the “Act”) sets out a director’s duty to promote the success of the company. In accordance with the Act and the Companies (Miscellaneous Reporting) Regulations 2018, a qualifying company is required to include a statement in its strategic report of its annual report and accounts describing how its directors have had regard to the matters set out in section 172.

Morgan Sindall Group plc's section 172 statement can be found on page 14 our 2022 annual report.

The Morgan Sindall Group subsidiaries which meet the qualifying criteria to include a section 172 statement are available below.