Board Composition
The Board comprises eight directors; two Executive Directors, a Non-Executive Chairman, two independent Non-Executive Directors and three shareholder representatives.
The Board is responsible for establishing the Company’s purpose, values and strategy, promoting its culture, overseeing its conduct and affairs, and for promoting the success of the Company for the benefit of its members and stakeholders. It discharges some of its responsibilities directly and others with the support of its Committees. Terms of reference for the Board and its Committees are available on the Group’s website. Execution of the strategy and day-to-day management of the Company’s business is delegated to the Executive Management Team, with the Board retaining responsibility for overseeing, guiding and holding management to account.
Board Committees
The Company has established committees as follows:
The Audit Committee assists the Board in fulfilling its corporate governance obligations in relation to the Group’s financial reporting, internal control and risk management systems.
The Audit Committee comprises:
- Chair: Marie Danielsson
- Members: Kristian Eikre, Yngve Myhre
- Secretary: Ivonne Cantu
Other Non-executive Directors, the Group Financial Controller, and the Company’s auditors are invited to attend meetings as appropriate.
Frequency of meetings:
The Audit Committee is required to meet not less than twice in each financial year, and usually meets at least three times per year.
Responsibilities:
The main responsibilities of the Audit Committee are:
- To review accounting policies and the integrity and content of the financial statements.
- To monitor disclosure controls and procedures and the Group’s internal controls.
- To monitor the integrity of the financial statements of the Group, and to assist the Board in ensuring that the Annual Report and Accounts when taken as a whole, are fair, balanced and understandable.
- To consider the adequacy and scope of the external audits.
- To monitor the objectivity, independence and effectiveness of the external auditor, including the scope and expenditure on non-audit work.
- To review and approve the statements to be included in the Annual Report on internal control and risk management.
- To review and report on the significant issues considered in relation to the financial statements and how they are addressed.
The Remuneration Committee reviews and recommends the policy on remuneration of the Chairman, Executives and senior management team. In addition, it monitors the implementation of the Remuneration Policy and approves awards under the Group’s Long-Term Incentive Plan.
The Remuneration Committee comprises:
- Chair: Nathan Lane
- Members: Yngve Myhre, Marie Danielsson
- Secretary: Ivonne Cantu
Other Non-executive and Executive Directors may be invited to attend meetings as appropriate.
Frequency of meetings:
The Remuneration Committee meets at least twice per year and otherwise if required.
Responsibilities:
The main responsibilities of the Remuneration Committee are:
- To monitor and develop the Company’s remuneration policy.
- To determine the remuneration of the Executive Directors.
- To approve the service agreements of the Executive Directors.
- To approve the remuneration of the senior managers.
- To determine the fees of the Chairman.
- To review the Company’s annual bonus proposals and to approve bonuses for the Executive Directors and senior managers.
- To approve the design of and oversea awards under the Company’s share incentive plans.
- To consider risks to the Group in light of the remuneration policies.
In exercising this role, the Remuneration Committee has regard to the recommendations put forward in the UK Corporate Governance Code.
The Disclosure Committee ensures the legal and regulatory disclosure obligations and requirements arising from the listing of the Company’s securities and bonds on the London Stock Exchanges and Euronext Growth Oslo are met. This includes the timely and accurate disclosure to the market of all relevant information.
The Disclosure Committee comprises as permanent members:
- Chair: Septima Maguire
- Members: Trond Williksen, Marie Danielsson
- Secretary: Ivonne Cantu
In the absence of the permanent members of the Disclosure Committee, any two Directors, one of which is Septima Maguire or Trond Williksen, may exercise the powers of the Disclosure Committee. Other Non-executive and Executive Directors may be invited to attend meetings as appropriate.
Frequency of meetings:
The Disclosure Committee meets when required during the year.
Responsibilities:
The main responsibilities of the Disclosure Committee include:
- To identify inside information giving rise to the need for the Company to create new insider lists or amend its existing insider lists and alert the Company Secretary to the existence of such inside information.
- To review the need to make market announcements of inside information.
- To consult where necessary with the Company’s advisers regarding the identification and treatment of inside information.
- To keep the adequacy of the Disclosure Procedures under review and monitor compliance with the same.
- To keep a written record of any decision to delay disclosure in accordance with MAR, and to consider the requirements for announcements in the case of rumours or leaks, including the need to issue holding announcements
- To oversee and, if deemed fit, approve any proposed market soundings and compliance with applicable regulatory requirements.
- To ensure that all regulatory announcements, shareholder circulars, prospectuses and other documents issued by the Company under any legal or regulatory requirements comply with applicable disclosure requirements.
QCA Corporate Governance Code
The Code
The Board adopted the Quoted Companies Alliance (“QCA“) Code for the 2024 financial year and onwards. An overview of the of the Company’s compliance with the principles of the UK Corporate Governance Code with which the Company chose to comply during the financial year ended 30 September 2023 is set out in the Directors’ Report in the 2023 Annual Report.
The Board’s primary role is to ensure the Company’s long-term success by setting the Group’s strategic direction, ensuring that this remains aligned with the Group’s purpose and culture, and promoting and protecting the Group’s interests for the benefit of all our stakeholders. The Board is composed of highly experienced individuals who bring a range of skills, perspective and knowledge of the industry in which the Group operates. The Board has delegated customary responsibilities to its Committees to enable the Board, as a whole, to dedicate time to the Group’s key priorities and manage its time effectively. At each Board meeting (when required), the agenda includes sufficient time for each Committee Chair to report to the Board on such Committee’s activities and to provide recommendations.
How governance supports our strategy
The Board recognises that it is responsible for promoting the long-term sustainable success of the Group and for delivering long-term value for stakeholders. The Board does this by providing effective leadership and by ensuring that the Group’s business is conducted with high standards of ethical behaviour in a manner which contributes positively to wider society, having regard to the interests of its different stakeholders. To enable the business to meet its strategic priorities, the Board oversees the development of the Group’s strategy and provides strong leadership and support to the Group.
The Board continues to benefit from a strong mix of complementary skills and experiences, as well as dynamics that allow for open debate, challenge of existing assumptions and asking difficult questions. For further information, please refer to our Strategic Report in the Annual Report.
Committee terms of reference determine the authority given to each of the Board’s committees.
The Company’s vision is to be the leading aquaculture biotechnology company and drive sustainability in aquaculture. In order to achieve this, we invest in our people and business partners. Development of the Group’s culture is a strategic focus area and the Board believes that the right culture and values, supported by effective leadership and a consistent tone from the top, are crucial to the success of the Group. The integration of the Group’s values and culture has been led by the CEO, Group Head of People and the EMT. The Board continues to engage closely with the Company Performance Management Framework and the Chairman followed it for the performance review of the Executive Directors. Creating the environment, frameworks and tools for high performance, where the individual objectives of our people are directly linked to the strategic priorities of the Company, constitutes a cornerstone of our culture.
How the Board monitors culture
In FY24, the Board monitored culture by:
• Engaging with and listening to our people: Our Group Head of People keeps the Board updated on strategic and operational people matters through the monthly report and attending and presenting at meetings. A key theme in FY24 has been to engage with employees to understand how they feel about the Strategic Review, launched in January 2024, and to feedback to the Board on the impact this is having on our people.
• Leading by example: The Group’s Directors and senior management act with integrity and lead by example, promoting the Group’s culture to the workforce by living the Group’s values.
• Reviewing cultural indicators: The Board regularly receives updates on health and safety metrics and employee turnover numbers, with a breakdown of the reasons employees have left the Group.
• Monitoring ethics, whistleblowing, fraud and anti-bribery: Mechanisms are in place to facilitate employees reporting incidents of wrongdoing on a named or confidential basis through a direct line to a Non-Executive Director in line with the Code’s requirements. The Board, with the support of Group Legal Counsel, regularly monitors and reviews the Company’s policies, incidents and trends arising from any such incidents and provides the Board with updates. The Non-Executive Director maintains confidentiality of the employee as per our policy guidelines, and the employee is protected in accordance with our whistleblowing policy. Our policy is reinforced by mandatory annual training, which every employee is required to complete. This training ensures that they have a comprehensive understanding of their rights and the policy itself.
A strong focus continues to be placed on educating and raising awareness among our employees about business ethics and compliance through methods such as training, workshops and policies accessible in local languages. While the Company communicates directly with all employees through town hall meetings, the Group has conducted a series of smaller group workshops to further develop awareness of the compliance policies within the Group. The employees have access to a range of training materials and videos on an internally built learning platform, which requires mandatory training to be undertaken on an annual basis. Each employee is requested to confirm they understand the policy, and this allows the Group to monitor understanding globally on training requirements. The results are monitored within the compliance team, and there is a dedicated compliance email address where employees can raise concerns. In FY24, additional workshops were created to promote and provide training for employees on the policies and compliance necessary for their day-to-day responsibilities.
Over the last financial year, the Board has continued receiving IT updates and provided guidance via the CFO. For this period, the focus for the IT team has been split between further improvements to Benchmark’s IT security posture and preparations for potential divestment of Group businesses. In the light of the Strategic Review, a full review of existing IT contracts has taken place including those systems owned by other departments and businesses; where possible, we have adjusted renewals to improve contract flexibility and reduce cost overhangs. Additionally, replica technical stacks have been built and test migrations run to document process and assess timelines for the Strategic Review.
On the security side, work has mostly focused on the improvement of existing systems and programmes. New PCs are now rolled out with Okta’s Fastpass to integrate multifactor authentication (“MFA”) at the desktop level for convenience and backup for lost phones. Email security policies are now reviewed and updated with MimeCast’s customer success team on a quarterly basis. There has also been a comprehensive overhaul of our security awareness training and staff now receive phishing test emails on a monthly basis, in three languages; the impact of this has been to reduce the phish prone percentage from 20% to just 4% – significantly better than industry averages. Following input from the KPMG audit, the IT team has also introduced an (internally developed) app to track scheduled security checks, system updates and personnel changes to ensure timely actions and improve function oversight. Finally, after one failed attempt to compromise our European datacentre, Okta’s MFA was further extended to on-premise systems to reduce vulnerability from single credential hacks and Vectra, a network detection and response platform, was integrated locally to improve threat response and safeguard against potential malware.
The Board has a comprehensive annual agenda to monitor and review strategy across the Group and its business areas. Board agendas are carefully planned to ensure that sufficient time and consideration are given to the Group’s strategic priorities and key monitoring activities, as well as reviews of strategic issues.
In advance of each meeting, the agenda, papers and relevant materials are provided to Directors via a secure cloud platform. The cloud-based secure platform also allows the Board to access a library of relevant information relating to their role; information based on the Company and Board procedures.
During the year, the Board held seven scheduled Board meetings and 13 additional Board meetings. The Chairman ensured that regular meetings were also held with the Non Executive Directors without the presence of the Executive Directors. All Directors were expected to attend all Board and relevant Committee meetings unless prevented from doing so by illness or conflict of interest. The Leadership Team were invited, when appropriate, to attend Board meetings to make presentations on their strategic priorities. All Directors recognise the requirement to commit sufficient time to fulfil their duties as included in each Letter of Appointment. The majority of Board and Committee meetings took place using secure virtual meeting technology. In February and September 2024, the Board held physical meetings in the UK and Norway where the Directors and leadership teams were able to meet in person. For FY24 Board meetings and Committee structure please refer the timeline on pages 74 and 75 of our FY24 Annual Report.
