Governance

Dear Shareholders

On behalf of the Board, I am pleased to present Bodycote’s Corporate Governance Statement for 2019.

The Board understands that good corporate governance is an important element in helping to build a successful business in a sustainable manner. During the year we have discussed how the various changes in regulation and societal expectations are most appropriately taken into account in how we as a Board, and Bodycote as an organisation, operate. We are committed to reporting on corporate governance as part of broader statements of our Environmental, Societal and Governance (ESG) impacts.

The 2018 Corporate Governance Code highlights the importance of effective engagement with shareholders and stakeholders. The Group’s key stakeholders and their differing perspectives are identified and taken into account, not only as part of the Board’s annual strategy and corporate planning discussions but also in our project assessments and in our other Board conversations. These discussions, assessments and conversations focus not only on delivering increased value for shareholders, but also address the impacts of our decisions and strategies on the Group’s wider stakeholders. The Board recognises the importance of regular, open and constructive dialogue with shareholders and other stakeholders, and the interests of our stakeholders have been a key aspect of our culture and factor in our decision making.

In line with the Director’s Duties, the Board’s engagement with employees, shareholders, customers, and communities in 2019 is explained in our stakeholder section on pages 14 to 15. The Directors receive regular reports on Safety, Health and Environment to support their decisions. Further information on Board activities can be found on pages 41 to 46. Ensuring high standards of business conduct is critical for the success of the Group.

Employee Engagement Groups led by the designated Non-Executive Director, Patrick Larmon, were introduced during 2018 and several meetings have taken place since. A variety of topics have been raised by employees at the meetings and, in turn, these have been presented directly to the Board. A number of these have been addressed and further topics are work in progress.

Succession planning is a regular topic for discussion, although the outcome of these discussions is only visible from time to time when new appointments are made. For each appointment we are looking to appoint an outstanding candidate, with a diverse range of experience, to maximise Board effectiveness. When we think about diversity, we recognise that diversity can take many forms including diversity of gender, social, and ethnic backgrounds, and of cognitive and personal strength, and that diversity at Board level and throughout the Company is a valuable strength.

My ambitions for the composition of the Board are to maintain and, where applicable, broaden the range of expertise, experience, and diversity. The Board continues to ensure that effective succession plans are in place. I encourage all shareholders to attend the Annual General Meeting, which will be held at the Sofitel, T5 Heathrow on 28 May 2020. This event provides an excellent opportunity to meet the executive and independent Non-Executive Directors.

A.C. Quinn
Chair