Corporate Governance

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We are committed to becoming a better business, where build quality and the development of attractive, sustainable communities is supported by strong operational efficiency.

We are determined to meet our responsibilities to our stakeholders and seek continuous improvement in the standards we apply across Crest Nicholson. We regularly review our policies and the management systems that assure their full application in our day-to-day work.

For full details of corporate governance and how we engage with our stakeholders, please see our Annual Report and Accounts.

OUR GOVERNANCE STRUCTURE

There is a clear corporate governance framework to enable decision making at appropriate levels within the Group.

The Board

The Board sets the Group’s strategy to promote the long-term sustainable success of the Group in line with its purpose, values and culture. The Board provides leadership within a framework of strong governance, risk management and effective controls. It oversees the performance and progress of the Group against the business plans and forecasts.

Roles and responsibilities

Iain Ferguson CBE
Non-Executive Chairman

The Chairman leads the Board and acts as the Group’s external representative with major shareholders and other stakeholders, seeking their views on governance, strategy and performance. He facilitates an environment for overall Board and individual Director effectiveness, driving a culture that supports constructive discussion, challenge and decision-making.

Martyn Clark
Chief Executive Officer (CEO)

The CEO is responsible for leadership of the Group, development of the strategy for Board approval, and delivery of performance against the strategy. He leads the Executive Committee and the Group’s divisions and support functions. He is responsible for the Group’s sustainability policies and practices.

Bill Floydd
Chief Financial Officer (CFO)

The CFO leads the Group Finance function and oversees divisions’ financial control functions. He is responsible for the Group’s financial statements, financial controls, tax strategy and investor relations. He manages the Group’s risk profile, oversees risk management actions and establishes effective internal controls.

Octavia Morley
Senior Independent Director (SID)

The SID acts as a sounding board for the Chairman and is a trusted intermediary for other Directors. She is available to discuss concerns with stakeholders that cannot be resolved through the normal channels of the Chairman or the Executive Directors. She is responsible for leading the Chairman’s performance evaluation.

David Arnold, Louise Hardy, Maggie Semple OBE
Independent Non-Executive Directors (NEDs)

The role of the NEDs is to bring external perspective, sound judgement and objectivity to the Board’s deliberations and decision-making. They constructively assist and challenge the development of Group strategy, providing independent insight, support and specialist advice, and review the performance of the Executive Directors.

Penny Thomas
Group Company Secretary

The Group Company Secretary provides advice and assistance to the Directors on all governance matters, ensuring that Board procedures are followed, and all relevant statutory and regulatory requirements are met. She supports the Chairman in developing the Board agenda, considering Board effectiveness and ensuring the Board receives timely and relevant information.

Executive Committee

Provides executive leadership to deliver the Group’s strategy and manages the operations of the Group on a day-to-day basis.

Oversees SHE compliance, operational and financial matters, customer service and quality performance, sustainability strategy, legal matters, business ethics and culture, and the people strategy.

Management Committees

Divisional Boards

Each division is run by a divisional board comprising functional directors responsible for specific disciplines. They consider the operational matters and key risks of the division, monitor and control costs at a divisional level and ensure high levels of SHE performance and customer service.

Safety, Health and Environment (SHE) Committee

The SHE Committee oversees the management of the Group’s SHE risks. It monitors performance against the Group’s SHE strategy and sets associated policies, procedures and initiatives.

Sustainability Committee

The Sustainability Committee oversees the management of the Group’s sustainability risks. It monitors performance against the Group’s sustainability strategy and recommends associated targets, policies and initiatives.

Investment Committee

There is a clear dedicated approval process for acquiring land. There are three key stages:

Assessment and feasibility stage
Bid stage
Contract stage

The Investment Committee provides the relevant authority to acquire land.

The process enables the Group to act quickly while ensuring an appropriate level of diligence is applied to significant capital allocation decisions.

Board Committees

Audit and Risk Committee

Oversees external financial reporting and disclosures, and monitors internal controls and risk management.

Reviews the effectiveness and independence of the external and internal auditors.

Reviews Internal Audit reports, findings and actions.

Nomination Committee

Reviews the balance, diversity, independence and effectiveness of the Board, and monitors succession planning for the Board and the Executive Committee, alongside talent management.

Oversees the selection and appointment of new Directors to the Board.

Remuneration Committee

Sets the remuneration policy for the Executive Directors and Executive Committee members, with focus on aligning remuneration with the enhancement of shareholder value and delivery of the Group’s strategy.

Considers employee pay when setting remuneration for the Executive Directors.

Executive Committee

Board Committees

Provides executive leadership to deliver the Group’s strategy and manages the operations of the Group on a day-to-day basis.

Oversees SHE compliance, operational and financial matters, customer service and quality performance, sustainability strategy, legal matters, business ethics and culture, and the people strategy.

Management Committees

Divisional Boards

Safety, Health and
Environment (SHE) Committee

The SHE Committee oversees the management of the Group’s SHE risks. It monitors performance against the Group’s SHE strategy and sets associated policies, procedures and initiatives.

Sustainability Committee

Investment Committee

There is a clear dedicated approval process for acquiring land. There are three key stages:

Assessment and feasibility stage
Bid stage
Contract stage

The Investment Committee provides the relevant authority to acquire land.

The process enables the Group to act quickly while ensuring an appropriate level of diligence is applied to significant capital allocation decisions.

Audit and Risk Committee

Oversees external financial reporting and disclosures, and monitors internal controls and risk management.

Reviews the effectiveness and independence of the external and internal auditors.

Reviews Internal Audit reports, findings and actions.

Nomination Committee

Reviews the balance, diversity, independence and effectiveness of the Board, and monitors succession planning for the Board and the Executive Committee, alongside talent management.

Oversees the selection and appointment of new Directors to the Board.

Remuneration Committee

Considers employee pay when setting remuneration for the Executive Directors.

BOARD COMMITTEES

The Audit & Risk, Nomination and Remuneration Committees are Committees of the Board as defined by the Company’s Stakeholders. The powers and discretions of each committee are delegated by the Board of Directors of the Company, in accordance with that committee's respective terms of reference.

Audit & Risk Committee Terms of Reference

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Nomination Committee Terms of Reference

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Remuneration Committee Terms of Reference

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SUSTAINABILITY GOVERNANCE

The Board

The Board has ultimate responsibility for sustainability and ESG matters and provides oversight of the sustainability strategy

Sustainability Committee

The Sustainability Committee is delegated authority from the Executive Committee to ensure sustainability matters are integrated within the business. The Committee has oversight of issues relating to sustainability throughout the Group and is responsible for overseeing the development and delivery of strategic aims and initiatives to improve performance. The Chief Executive has ultimate responsibility for sustainability, including climate change, and chairs the Committee.

GROUP PRODUCTION TEAM

The Group Production Director, who also sits on the Sustainability Committee, manages policies and procedures that govern the delivery of outputs from the Committee through a small dedicated team. This team is empowered to engage with the relevant people across the business, including Board members and the Executive Committee (ELT). The Group Production team has in-depth knowledge of sustainability issues, including current and potential future policy. The Group Production Director also sponsors key Functional Forums that are responsible for ensuring delivery of our objectives through our operating Divisions.

Sustainability Strategy, Initiatives And Targets

Functional Forums

Functional Forums are responsible to deliver initiatives, achieve targets and embed related procedures within the business.

SHE & BUILD
TECHNICAL
COMMERCIAL
SALES & MARKETING
LAND & PLANNING
CUSTOMER SERVICE

Managing Directors

Managing Directors are accountable to ensure that any outcomes from the strategy and initiatives that are embedded within the business are followed.

Divisions

Divisions must comply with procedures and assist in delivering initiatives and targets efficiently and effectively.

We measure our sustainability performance against key standards, disclosures, and the criteria most material to our business and stakeholders. Our performance data is detailed in our ESG Data Handbook.

We were proud to receive a score of A- for our recent CDP disclosure and we are committed to supporting the UN Sustainable Development Goals (SDGs). We identified eight goals that are most relevant to our business and where we can make the most significant contribution. Further information on our climate related governance and risks and opportunities is available in our annual CDP response and in our Annual Report and financial statements.

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OUR BEHAVIOURS

Crest Nicholson requires all employees to conduct business legally; the same is expected from our supply chain partners and any other stakeholders. Crest Nicholson does not tolerate discrimination, dishonesty or unethical behaviour in any form, and has appropriate disciplinary mechanisms in place.

You can find our policies here.

Equality and Diversity

Crest Nicholson values equality and diversity in employment and we select and promote employees based on their aptitudes and abilities, not their sex, sexual orientation, marital status, race, nationality, ethnic or national origin, age or disability. Everyone is different and has something unique to offer. Our Equality and Diversity Policy ensures that all employees and job applicants are accorded equal opportunities for recruitment, remuneration, access to benefits, training and promotion, together with an on-going emphasis on monitoring and developing the diversity of our workforce.

We recognise the benefits of a diverse workforce and pro-actively seek to create and maintain a balanced workforce at all levels and across all divisions. Workplace discrimination or harassment will not be tolerated and will be handled under our disciplinary and grievance procedures.

We monitor exit interview information and our annual turnover and report the diversity breakdown of our staff in our annual report and in internal monthly management reports. Our Equality and Diversity policy is reviewed and up-dated regularly and is available here.

Harassment and Bullying

The Company expects its employees to behave in a professional way towards colleagues, supply chain partners and stakeholders; and treat people with dignity and respect. Our Harassment and Bullying Policy works to ensure the organisation has procedures in place to minimise and eliminate any form of harassment or bullying at work. Harassment or bullying can take many forms from relatively mild banter, or offensive language, to actual physical violence. The Company has a responsibility towards any employee who is subjected to this type of behaviour either at work or through the course of work; this includes at work organised social events.

Anti Bribery and Corruption

In keep with the Bribery Act 2010, Crest Nicholson operates and maintains a number of policies and procedures to prevent bribery and corruption, including an anti-bribery and corruption policy, a gifts and entertainment policy and guidance around bribery risk areas. The Anti-Bribery and Corruption Policy sets out a clear code of conduct for employees and supply chain partners to ensure they understand and conduct themselves in accordance with the legal regulations relating to bribery and corruption. Staff receive ongoing training on the Group’s policies in this area and the Act generally. Our policy is available to view here.

Whistleblowing

Our Whistleblowing Policy encourages employees and supply chain partners to report any concerns or malpractice to the organisation or through a free and independent helpline. Any person who raises an issue of concern will be treated with respect and will be assured that the matter will be properly and thoroughly investigated, and necessary actions taken. You can read our full Whistleblowing Policy here.

Health and Wellbeing

In addition to our Corporate Health and Safety Policy, which covers the safety of our employees and contractors while they carry out their roles, we also actively promote the general health and welfare of our permanent employees through a number of initiatives and measures. These include access to:

private medical insurance
a healthcare cash plan providing assistance with day-to-day health costs like prescriptions and discounted gym memberships
a comprehensive Employee Assistance Programme covering a range of issues at work and at home, including a confidential and professional counselling service
an occupational health and safety service for managers to refer employees with long-term health concerns

Communication with Employees

Crest Nicholson's values, policies, and procedures form part of its formal contract with employees, both permanent and temporary. Policies and procedures are reviewed and approved by the Executive Committee and are communicated using appropriate media, including the Company intranet.

Staff engagement is important to Crest Nicholson. Information and changes that the Company wishes to communicate (including trading updates) are disseminated via various media as appropriate to the message, such as departmental briefings, road shows and one on one meetings, plus the Company intranet.

Compliance

A wide range of legislation governs housing development, including Building Regulations, advertising and marketing, health and safety, environmental management, and employment practices. In many cases we go well beyond compliance requirements, setting our own internal high standards. Please see our Annual Report and financial statements for a summary of how we operate in compliance with prevailing laws and regulations.

Document downloads

Articles of Association

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Tax Strategy

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Matters Reserved to the Board

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Remuneration Policy approved by shareholders at the 2023 AGM

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Policy On The Use Of External Auditors To Provide Non Audit Services

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Board and Leadership Diversity Policy

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Section 172 statements

Companies meeting certain criteria under the Companies Act 2006 (Act) and the Companies (Miscellaneous Reporting) Regulations 2018 are required to prepare a statement each financial year explaining how its Board has complied with the duties under s.172(1)(a)-(f) of the Act. The statement explains how the Board has discharged its duty to promote the success of the company, whilst having regards for the matters set out under s.172 of the Act.

Our Parent company, Crest Nicholson Holdings plc, has prepared a s.172 statement for the year ended 31 October 2024 which can be found on pages 15-18 of the Annual Report and Accounts.

In addition, there are two subsidiaries that are also required to prepare this statement namely, Crest Nicholson plc and Crest Nicholson Operations Limited. The s.172 statements for each subsidiary for the year ended 31 October 2023 can be accessed here. The s.172 statements for the year ended 31 October 2024 will be made available here as soon as those accounts are filed with Companies House.

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