Corporate governance plays a crucial role in helping to preserve value for shareholders by providing a structure and process for decision-making which should ensure that all major decisions are considered in good time, that the relevant body is provided with good-quality briefing materials which cover all relevant factors, and that its deliberations consider the risks, as well as the opportunities, in the issue.
It is for these reasons that the Board is committed to achieving high standards of corporate governance across the Group’s operations.
In this section of the website, we explain how we have applied the ten Principles of the 2023 edition of the Code. There may be circumstances where the interests of the Company and its shareholders are better served by diverging from the Code’s recommendations. If this is ever the case, we will always explain the rationale for why we are choosing to do this.
As a Board, we continue to uphold the highest standards of conduct and make decisions for the long-term success of the business. When making decisions, the Company’s Directors are cognisant of all their legal duties, including their duty under Section 172(1) of the Companies Act 2006 to act in the way that is most likely to promote the success of the Company for the benefit of its members as a whole and to have regard (among other matters) to the factors set out in Section 172(1)(a) to (f) of the Companies Act 2006.
On page 42 of the FY25 annual report we explain how the board develops an understanding of the views of our key stakeholders, and on page 43 demonstrate how the Board took these into account in its principal decision-making during FY25. Our key stakeholder groups are our employees and wider workforce, shareholders, lending banks, customers and local communities and suppliers.
In making its principal decisions the Board considered the outcomes for these key stakeholders and others who may be impacted by its decisions, as well as the need to maintain a reputation for high standards of business conduct and the need to act fairly between the members of the Company.
Establish a strategy and business model which promote long-term value for shareholders
Ultimate Products plc’s vision, strategy and business model is explained fully within our Strategic Report section on pages 2 to 45 of our Annual Report and Accounts for the year ended 31 July 2025.
In summary our purpose is to provide beautiful and more sustainable products for every home.
Our priorities when pursuing our strategy are:
Promote a culture based on ethical values and behaviour
Our Annual Report and Accounts for the year ended 31 July 2025 lays out the seven guiding values that are key to how we do business and inform the way we work with each other, our suppliers and serve our customers:
Seek to understand and meet shareholder needs and expectations
Ultimate Products plc’s approach to relations with shareholders is explained fully within our Corporate Governance section on page 43 of our Annual Report and Accounts for the year ended 31 July 2025.
The CEO & CFO meet with the institutional shareholders from time to time and provide the Board with feedback from those meetings and other communications with shareholders. The Board is provided with research notes from sell-side analysts plus insight into shareholders’ views from the Company’s brokers.
The Group welcomes the personal investment in its equity both by our employees and our retail investors. We regularly update the Investor Relations section of the Group’s website with the aim of providing useful information for all investors, but particularly our retail shareholders. We use our Annual Report to provide shareholders with details of the Group, operations, performance, strategy and policies. The Group also periodically presents at events attended by retail investors, the most important of which has been our Equity Development organised call at the time of our interim and our full year results. We have also had calls when we have needed to change market expectations of our numbers
All Directors are invited to attend the AGM at which there is an opportunity for shareholders to ask questions formally, and the Directors are available following the meeting for informal discussions. Voting at the AGM is by poll, and the voting results (including any votes withheld) are announced at the meeting, and subsequently to the market and published on the website.
Take into account wider stakeholder and social responsibilities and their implications for long-term success
Ultimate Products plc’s approach to relations with wider stakeholders is explained fully within our Corporate Governance section on page 42 and 43 of our Annual Report and Accounts for the year ended 31 July 2025.
It is here that we also explain our decision making under S172 of the Companies Act.
In addition we have an ESG report (page 25- 43) which explain our approach to our people, our community and the environment. All of this shows that ESG is central to our culture. By empowering our people, embracing innovation, and committing to sustainability, we’re building a business that delivers lasting impact for our colleagues, communities, and customers.
We believe that in order to progress our strategy and achieve long-term sustainable success, the Board must consider all stakeholders relevant to a decision and satisfy themselves that any decision upholds our culture of “doing the right thing’”
UP has a Colleague Consultation Group, a Community Committee and a Committee for TCFD. All of these committee are made up of a range of employees from across the organisation. These colleague committees continue to add value through idea generation and the implementation of key actions within our day-to-day operations.
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Risk Management section on pages 44 & 45 of our Annual Report and Accounts for the year ended 31 July 2025 details the key risks to the business, how these are mitigated and the change in the identified risk over the last reporting period.
The Board has embedded risk management principles within its businesses with the key objective of ensuring proactive management of risks through effective implementation of a risk management framework, to better enable us to execute and deliver our strategy. The Audit and Risk Committee has the overall responsibility of reviewing risks and how these risks are managed.
Any changes to the risk profile of the group is discussed at Board meetings, and the risk management framework updated. The Board formally reviews the risk framework annually.
At the Group’s annual Strategy Day, longer terms risks are considered in our Horizons scanning session which is aimed to looks at longer term risks which may not be considered on a day-to-day basis. Our committee for TCFD also considers longer term environmental risks.
The audit Committee considered the independence of the auditors on an annual basis, considering (amongst other items) length of tenure, audit fee, level of non-audit fees and rotation of audit partners.
Maintain the board as a well- functioning, balanced team led by the chair
The Company is controlled by the Board of Directors. The current composition of the Board and the way in which the Board functions can be found in pages 51 to 53 of our Annual Report and Accounts for the year ended 31 July 2025. The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets and corporate actions. The Group holds Board meetings at least twelve times each financial year and at other times as and when required.
ll Directors receive regular and timely information on the Group’s operational and financial performance. Detailed strategic board papers are sent out in advance of Board Meetings, and the Board receive the monthly management accounts detailing the performance of our business.
All directors are required to submit to annual re=election to the board at the AGM.
The Board comprises the Chair (C Adshead) three Executive Directors (A Gossage, S Showman, C Dent) and three Non-executive Directors (A Milne, J C Gonzalez Hurtado, R Bell). Currently the Chair and the NEDs are all considered to be independent.
The Directors’ contracts provide that they must each devote such time to the Company as is required to fulfil their duties.
The Group has established properly constituted audit, remuneration and Nominations committees of the Board with formally delegated duties and responsibilities. These committees are made up of independent directors.
NEDs do not have performance related pay, and have set fees.
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
Details of the skills and experience of the Board, which cover sector, financial and public markets skills and experience, can be found on pages 48 and 49 of our Annual Report and Accounts for the year ended 31 July 2025, and details of the overall composition of our Board can be found on page 52.
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 Board recognises that as the Group evolves, the mix of skills and experience required on the Board will change, and Board composition will need to evolve to reflect this change, with due regard for the benefits of diversity on the Board, including gender.
All Directors receive regular and timely information on the Group’s operational and financial performance. Detailed strategic board papers are sent out in advance of Board Meetings, and the Board receive the monthly management accounts detailing the performance of our business.
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
A formal and rigorous performance appraisal of the Board, its Committees, the Directors and the Chair is conducted annually, as we recognise that our effectiveness is critical to the Group’s continued long-term success. Every three years the Board’s performance is externally facilitated. The last external review took place during 2023 by New Street Consulting Group Limited with a formal report being issued to the Group in October 2023. Overall, the review found that the Board and its Committees were functioning well and are cohesive in their desire for continuous improvement. During the current year an internal effectiveness review took place in January 2025, and again concluded that the Board was performing effectively.
The Nomination Committee leads the process for making appointments to the Board and ensures that there is a formal, rigorous and transparent procedure for the appointment of new Directors to the Board. The remit of the Nomination Committee also includes reviewing the composition of the Board through a full evaluation of the skills, knowledge and experience of Directors and ensuring an effective succession plan is maintained for appointments to the Board and senior management positions. The Nomination Committee makes recommendations to the Board on its own membership and that of its other committees. The Nomination Committee believes and applies the concept that building a diverse and inclusive culture is integral to the success of the Group.
Succession planning is a key responsibility of the Nomination Committee, who continue to review and provide feedback on the corporate succession plan prepared for the Board, senior management and other key positions, along with consideration of alternative leadership structures. The plan addresses both emergency cover and long-term succession. The Committee believes that maintaining an open dialogue with the Executive Directors is crucial to support effective succession planning and, to this end, the Chair held meetings with the Executives to discuss and understand their current thoughts for the future.
Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture
The Group has a well established Remuneration Committee since its IPO in 2017. The Committee’s long-standing view is that the remuneration of Executive Directors should be competitive without being excessive, aligned with the Group’s corporate strategy and, in the case of variable remuneration, be accompanied by stretching and relevant performance conditions focused on delivering shareholder value. The Committee has continued to enjoy the backing and understanding of the Executive Directors in this approach, each of whom respect the independence of the Committee.
The full remuneration policy of the Group was put to a vote of shareholders, and was described in full in the FY24 Annual Report p59-p68
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The main communication in relation to governance is the detailed disclosure which is made in the Annual Report. In addition to this the Group has a corporate governance section to its website which gives many of the details given in the Annual Report.
The CEO and CEO meet with the institutional shareholders from time to time and provide the Board with feedback from those meetings and other communications with shareholders. The Board is provided with research notes from sell-side analysts plus insight into shareholders’ views from the Company’s brokers and nominated adviser. In addition, we talk to retail investors using the Equity Development meetings.
Around 45% of the Group’s shares are held by individuals closely know to the Board, either as founders, board members or employees. We are in regularly day-to-day contact with these stakeholders with their differing roles as employees or shareholders.
In addition, we welcome questions from retail investors through our corporate email investors@upplc.com, and we also encourage visits to our head office by both current and potential investors.
