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Corporate Governance

Dear shareholders

I am pleased to present our Corporate Governance report for the year ended 31 December 2017. As you can read in more detail in the Audit Committee Report, we have continued to strengthen the governance policies, controls and processes to support the growth strategy of the Group during the year, and the years to come.

The Board is firmly committed to ensuring that our corporate governance policies are complied with in all jurisdictions in which the Group operates, by setting up proper processes. We are convinced that strong corporate governance is good for our business and underpins the delivery of shareholder value. We believe that corporate governance structures and processes will help our business to perform in a more efficient and competitive way in the marketplace and will lead to strong relationships with all of our stakeholders.

In November 2017, Lesley Jackson (CFO) stepped down from the Board and following an external search process, Paul Bal was appointed as CFO in November 2017. Elisa Gomez de Bonilla (Group General Counsel & Company Secretary) decided not to return following a period of maternity leave; Steve Weatherley was promoted to Group General Counsel and Sally Kenward to Group Company Secretary.

The Board acknowledges that with the departure of Lesley Jackson in November 2017 there are currently no women on the Board. Any future appointments will be made in line with the Board Diversity Policy and will continue to be made on merit and take into account diversity, in terms of gender and ethnicity, as well as the appropriate mix of skills, background, knowledge, international and industry experience.

As Chairman of the Board, I work with the Company Secretary to set the agenda for Board meetings. These are structured to ensure that sufficient time is spent on important matters, and all Directors have the opportunity to contribute. During the year, the Board discussed, reviewed and updated the Group’s refreshed strategy. The Board also regularly reviews, among other things, the performance of each of the markets and in particular Poland, our largest market and considers the principal risks and associated procedures and processes to mitigate them. Further detail on the principal risks can be found on pages 20 to 25.

Another area of focus for the Board was succession planning including actions to strengthen the pipeline through the development of the leadership framework. Management continued to work on the pool of emerging talent within the Group providing bespoke training and development plans to create a strong pipeline of internal candidates.

In the second half of the year, an internal evaluation of the Board was carried out to review the performance of the Board, its Committees and the individual Directors, including the Chairman. The exercise was facilitated by the Company Secretary under my direction and details of the process and outcomes are shown on pages 58 and 59. I believe regular and appropriate Board and Committee evaluation is an area that is fundamental to improving Board effectiveness and ensuring objectives can be met. It enables us to review the effectiveness of individual Directors, the processes under which the Board operates, and the quality, timeliness and appropriateness of information submitted by management. In 2018 we will carry out an internal evaluation.

Your Board regularly meets with Group Management, both at Board and Board Committee meetings and in other routine meetings, which enables the Non-Executive Directors (NEDs) to gain a good understanding of the business and what is happening on the ground. We believe that this is an essential requirement for Directors. We have set out in the following pages, details of how the Company has applied the main principles of the 2016 version of the UK Corporate Governance Code and its compliance with the various provisions.

David Maloney
Chairman

7 March 2018