Corporate Governance Statement
Corporate Governance Statement
Newbury Racecourse is committed to maintaining the highest standards of Corporate Governance throughout its operations and to ensure all of its practices are conducted transparently, ethically and efficiently. Having previously been CEO of a large listed business, as Chairman of the Company I am fully aware of the need for an effective and focused Board that leads the business and responds accordingly. The Board believes in the value and importance of strong corporate governance, at executive level and throughout the operation of the business, and in our accountability to all stakeholders. We believe that in scrutinising all aspects of our business and reflecting, analysing and improving its procedures this will result in the continued success of the Company and deliver value to shareholders.
I am committed to working with the Board to build upon the existing values that are in place and ensure that good corporate governance continues to be embraced within the organisation.
Dominic Burke
Chairman
The Board currently consists of 9 Directors:
- Dominic Burke – Board Chairman and Nominations Committee Chair
- John Dodds – Senior Independent Director and Remuneration Committee Chair
- Bryan Burrough – Non-Executive Director and Audit & Risk Committee Chair
- Madeleine Lloyd Webber – Non-Executive Director (Non-Independent)
- Harry Herbert – Non-Executive Director
- Matthew Thompson – Non-Executive Director
- Sofia Watson – Non-Executive Director (Non-Independent)
- Shaun Hinds – Chief Executive Officer
- Mark Leigh – Finance Director & Company Secretary
In accordance with the AQSE Rules requirements, the Company has adopted the UK’s Quoted Companies Alliance Corporate Governance Code 2018 (the “QCA Code”) to formalise its governance policies. The Directors believe that the QCA Code is the most appropriate governance code for the Company.
The QCA Code has 10 broad principles and a set of disclosures. The Directors have considered how we apply each principle to the extent we judge to be appropriate in the circumstances and in the statements that follow, we explain our approach to governance and how the Board and its Committees operate. This statement can also be found on the company website within Investor Relations.
DELIVER GROWTH
1. Establish a strategy and business model which promotes long-term value for shareholders.
The Company is a horse racecourse business established in 1904 with the first horse race taking place one year later. It currently operates 28 racedays per year for fixtures which we own, as well as additional racedays as allocated by the British Horseracing Authority (“BHA”). These racedays occur all year round and include both Flat (17) and National Hunt (11) racing fixtures. For 2023 the BHA allocated Newbury an additional 2 Flat and 1 National Hunt fixture. Since 2007 we have added music concerts to two or three of these racedays during the summer months to improve the profitability of these events through increased admission sales and hospitality income.
In addition to this core business, we operate a Conference & Events business, a children’s nursery and a 36-bedroom hotel which all provide the benefit of securing income outside of racing, especially on days when the facility would otherwise not be utilised.
In 2012 the Company entered into an agreement with the housing developer David Wilson Homes to sell land around the racecourse for residential housing. The final development will consist of c1,500 homes, in a mixture of apartments and houses, when expected to be fully completed in 2026. The income from this transaction has enabled the Company to re-invest in the existing facilities and it is widely considered that we have now created a first class racing and leisure destination boasting the largest conference and events facility in West Berkshire but with horse racing remaining at the core of our operations. The final payment relating to this agreement was received in March 2022. Going forward the racecourse will receive a positive cash flow from the annual ground rent through the freehold ownership of 618 apartments.
The Board remains committed to continued long-term investment in the business and has a rolling strategy, reviewed annually, to maximise the benefits of the existing facilities as well as consideration for new investments and commercial arrangements. The long-term ambition is for the business to provide a sustainable return from our investments which will enable us to both continually re-invest in improving our facilities and generate improved profits as well as deliver a return to shareholders.
The promotion of long-term shareholder value is underpinned by the Board’s commitment to act with integrity; be consistently open and ethical in its dealings with all stakeholders; provide fair and objective reporting and seek to ensure that the Company’s strategy, business model and performance are clearly communicated and understood. The Directors believe the best way to achieve this is through inclusion of relevant information in the half year and full year reports to shareholders, as well as through additional update announcements as required. The Directors believe that the Board’s values of integrity and transparency protect the Company from unnecessary risks and will secure the Company’s long-term future.
2. Seek to understand and meet shareholder needs and expectations.
The Board is committed to providing clear and transparent information on the Company’s activities, strategy, performance, and financial position to its shareholders.
The Directors are committed to communicating with shareholders through the Annual Report and Financial Statements, Preliminary and Interim results announcements and the Annual General Meeting (“AGM”) held at the Racecourse with all Directors and the company Executive team in attendance. All shareholders are encouraged to participate in the AGM and the number of votes received for each resolution announced at the AGM followed by a market release of the AGM results.
Details of all shareholder communications are available on both the Company’s website and the Aquis Stock Exchange dedicated Newbury Racecourse webpage.
Shareholders, regardless of size, are able to contact the Company directly through the Company Secretary, Marketing Director or the Personal Assistant to the CEO. All of whom can manage an appropriate response.
3. Take into account wider stakeholder and social responsibilities and their implications for long-term success.
The Board works closely with the Executive team with clear and open communication both within the boardroom and the rest of the organisation.
Shareholders
The Directors value the feedback they receive from the Company’s shareholders and take every opportunity to ensure that the comments of shareholders are considered. Shareholders are entitled to entry to the racecourse to attend fixtures depending on their total shareholding (see point 10).
Employees
As of 31st December 2023, the Company employed approximately 83 permanent salaried staff and operates an inclusive policy where employees’ opinions and suggestions are listened to and valued at regular staff forums. The Company conducts an annual employee engagement survey.
Suppliers
The Company has a number of suppliers and maintains a close working relationship with them. Many of them choose to sponsor specific races and enjoy hospitality at the racecourse so are kept fully engaged with the business.
Customers
The Company has a range of customers including racegoers, large & small corporate businesses, nursery parents, hotel guests, the horsemen etc and it is always our firm belief that they are all treated equally and with respect. Their opinions on the service that we provide and that they receive are crucial to the success of a customer service led industry within which we operate. Therefore, we continually monitor feedback from the various customer groups and regularly respond to ensure we are providing a service at a standard expected and ideally beyond.
4. Embed effective risk management, considering both opportunities and threats, throughout the organisation.
The Board is responsible for establishing and maintaining internal controls within the Company which are designed to address the particular risks to the Company and mitigate risks to which it is exposed.
The Key elements of the internal controls are:
- The Board commits to meeting five times per year (usually March, May, June, September and December) for Board meetings plus a further Strategy Meeting (October). An agenda and full board pack are circulated in advance of each meeting and minutes are prepared, agreed and distributed immediately after.
- The Company has information systems for monitoring its financial performance against targets and prior year results.
- The Board monitors the performance of the Company at each Board meeting against a set of agreed measures.
- The Board has an established Audit and Risk Committee which meets on the same frequency as the Board meetings above. Additionally, if desired, it will meet with the external auditors at least once per year without the Executive Directors present.
- The Company, due to its size, does not at this stage consider it appropriate to have an internal audit function.
The principal risks and uncertainties faced by the Company are contained in the ‘Strategic Report’.
5. Maintain the Board as a well-functioning, balanced team led by the non-Executive Chairman
The Board comprises eleven Directors: two Executive Directors, a non-Executive Chairman and eight non-Executive Directors. The Chairman has a casting vote at meetings of the Board (unless he is not entitled to vote on the matter in question).
- Shaun Hinds, Chief Executive Officer, is expected to devote substantially the whole of his time to his duties for the proper performance of the Company. Shaun’s appointed is effective from 3rd June 2024 and he has over 25 years of experience leading business in the hospitality, events and travel sectors.
- Mark Leigh, Finance Director, is expected to devote substantially the whole of his time to his duties for the proper performance of the Company. Mark has held senior finance positions within hospitality and leisure organisations for a number of years.
- Dominic Burke is the non-Executive Chairman as well as Chair of the Nominations Committee and holds 6.42% of the company shares, as of 31st December 2023. Dominic was previously CEO of JLT plc for fourteen years and is currently Co-Founder and Executive Chairman of Aptia Group. He is a keen owner and breeder of horses in training and member of the Jockey Club.
- John Dodds is the Senior Independent Director and Chair of the Remuneration Committee. John was employed by Kier Group plc for 40 years culminating in the position of Chief Executive. He has extensive experience in the construction and housebuilding sector.
- Madeleine Lloyd-Webber is a non-Executive Director who holds 9.55% of the Company’s shares as of 31st December 2023 (and therefore not independent). Madeleine is Director and Deputy Chairman of the Really Useful Group and LW theatres and is a member of the Jockey Club.
- Bryan Burrough is a non-Executive Director and Chair of the Audit & Risk Committee. Bryan was a Managing Director of BlackRock and subsequently an Investment Director at Investec. He is also the owner of racehorses.
- Harry Herbert is a non-Executive Director. Harry is Chairman and Managing Director of Highclere Thoroughbred Racing and has enjoyed many racing successes. He is a member of the Jockey Club.
- Matthew Thompson is a non-Executive Director. Matthew is currently Chief Growth Officer Director of the leading multi-function company, Serco, having previously held senior positions at many UK catering & hospitality businesses.
- Sofia Watson is a non-Executive Director. Sofia joined the board in May 2023 and since 1999 has worked for Christies, the auction house. She has a keen interest in racing and regularly attends the racecourse. Sofia studied at University of Lund, Sweden where she read History of Art.
- All the above non-Executive Directors receive a standard annual Director fee and devote such time as is necessary for the proper performance of their respective duties to the Company.
The Chairman and non-Executive directors are considered by the Directors to be independent (except those noted) under the QCA Code’s guidance for determining such independence. As referenced in Part 7, a number of the Directors have a substantial length of service whilst still being considered independent. The Company is satisfied that their value to the business and external interests qualifies them as independent.
For the Board to discharge its duties it has access to all relevant information in a timely manner and meets on the basis set out below. The Directors are expected to dedicate sufficient time to their commitments in order to carry out their responsibilities effectively, which includes attendance at all meetings.
The Board is supported by Audit and Risk, Remuneration and Nominations Committees (all of which have Terms of Reference) and the Directors consider that the members of those Committees have the necessary skills, knowledge and experience to discharge their responsibilities effectively. These are further detailed under principle 10.
The normal standard annual timetable of five Board meetings plus one Strategy Day as follows:
- Board Meeting – March
- Board Meeting (including Financial Statements approval) – Late April/Early May
- Board Meeting (same day as the Annual General Meeting) – Late May/Early June
- Board Meeting – September
- Board Strategy Day – October. Not held in 2023.
- Board Meeting – December
2023 attendance at Board meetings as follows:
| Board Member | 30th March 2023 | 9th May 2023 | 13th June 2023 | 20th Sept 2023 | 6th Dec 2023 |
|---|---|---|---|---|---|
| Meeting Type | Board | Board | Board | Board | Board |
| Dominic Burke | |||||
| John Dodds | |||||
| Bryan Burrough | |||||
| Madeleine Lloyd-Webber | |||||
| Erik Penser | |||||
| Jim McGrath | |||||
| Harry Herbert | |||||
| Matthew Thompson | |||||
| Sofia Watson | n/a | n/a | |||
| Julian Thick | |||||
| Mark Leigh |
The Directors who served on the Committees in 2023 as follows:
| Remuneration Committee | Audit and Risk Committee | Nominations Committee | |
|---|---|---|---|
| Chair | John Dodds | Bryan Burrough | Dominic Burke |
| Member | Madeleine Lloyd-Webber | Dominic Burke | Madeleine Lloyd-Webber |
| Member | Bryan Burrough | John Dodds | Erik Penser |
| In attendance | Julian Thick | Julian Thick | Julian Thick |
| In attendance | Mark Leigh | Mark Leigh | Mark Leigh |
- The Newbury Board comprises experienced Executive and Non-Executive Directors.
- Executive Directors are experienced in their management disciplines; Shaun Hinds has spent over 25 years in the events & hospitality sector across various organisations. Mark Leigh is a qualified accountant with many years of experience within commercial businesses.
- Non-Executive Directors are from outside businesses and very experienced in advising and supporting a variety of public and private companies. This provides the ideal combination for the multi-business requirements within which the company operates.
- Directors’ biographies are set out in Part 5 of this document. The Board includes significant horse racing, property development, hospitality and catering experience, which ensures that expertise is provided in all areas to support the long-term interest of the business.
- Company Secretarial is the responsibility of Mark Leigh, the Finance Director.
- All Directors are encouraged to maintain individual continuing professional development programmes where appropriate.
- The Board is supported where necessary by its external advisers who are currently:
- Corporate Advisers – Allenby Capital (approved by AQUIS) http://www.allenbycapital.com/
- Solicitors – Pinsent Masons https://www.pinsentmasons.com/
- Registrars – Neville Registrars https://nevilleregistrars.co.uk/
- Independent External Auditors – BDO https://www.bdo.co.uk/
- Tax and Business Advice – Deloitte https://www2.deloitte.com/uk
- The Board routinely reviews the performance of third-party advisers to ensure that they are the most effective business partners for the Company.
7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.
The Chairman reviews the contribution of each Board member on an on-going basis, both individually and in relation to the performance of the Company as a whole. These reviews consider the individual contribution; whether they are carrying out their responsibilities effectively and to the highest standard; and where relevant, whether they have maintained their independence.
Annual performance, salary, bonus and incentive plan reviews are carried out by the Remuneration Committee.
The balance of the Board, both in terms of number, experience and split between Executive and Non-Executive is formally assessed on an annual basis. Each Non-Executive receives the same annual Directors fee for their service to the Company with the Chairman receiving a higher sum.
The Non-Executives have rolling 3-year agreements which were updated in 2021 and reviewed by our Solicitors. All Non-Executives signed these updated versions in June 2021 (Sofia Watson in May 2023) with the renewal dates as follows, coinciding with their rotation at the Annual General Meeting:
| Non-Executive Director | Original Appointment | Renewal Date |
|---|---|---|
| Harry Herbert | 2005 | 2024 |
| Matthew Thompson | 2018 | 2024 |
| Madeleine Lloyd-Webber | 1998 | 2025 |
| John Dodds | 2010 | 2025 |
| Bryan Burrough | 2018 | 2025 |
| Dominic Burke | 2010 | 2026 |
| Sofia Watson | 2023 | 2026 |
The Board are comfortable that the combination of experience, expertise and length of service provides the Company with the ideal foundation to support an effective business. Succession planning is discussed on a routine basis and there is sufficient scope within the Board that the Company is not reliant on any single individual.
8. Promote a corporate culture that is based on ethical values and behaviours.
The Company promotes honesty and integrity in all its dealings.
The Directors are mindful of the main industry in which the Company operates and takes all issues of ethical behaviour seriously, particularly in relation to animal welfare and gambling. All Directors are required to complete a British Horseracing Authority Suitability Questionnaire as part of the Company’s Racecourse Licence requirements.
The Directors are also mindful of the childcare industry in which the Nursery is regulated and ensure compliance and a zero-tolerance policy with regards to values within this operation.
The Board has a series of matters reserved for discussion and has approved Terms of Reference for the Audit & Risk, Remuneration and Nominations Committees.
Other documentation in place and strictly complied with includes:
- Director’s Share Dealing Policy
- Director’s Independence Policy
- Director’s Obligations to Compliance for AQUIS trading
- Director’s Conflict of Interest Questionnaire
- Anti-Corruption Policy
- Bribery Prevention Policy
The Executive team promote the ‘Uniquely Newbury’ employee engagement programme which underpins the behaviours expected of all staff working within the business. This is reviewed routinely and the Board support this with their own approach to the business. The main focus is to promote a culture whereby customers are the key to the decision-making as they ultimately drive the success of the company. The slogan for this programme is “Engage, Excite, Enthuse, Delight” but is being reviewed for 2024.
The Company promotes and monitors a healthy corporate culture and engages with employees through a routine forum encouraging feedback on employee engagement matters as well as other activities, such as an annual employee survey. The results of the survey are closely reviewed, and actions taken in response to any significant areas of concern.
9. Maintaining governance structures and processes that are fit for purpose and support good decision-making by the Board.
The Board is responsible to shareholders for the proper and effective management of the Company.
Given the scale of the Company the Directors consider the current size, constitution and experience of the Board is appropriate.
The Company has an Articles of Association in place, last reviewed and updated in 2008, which it strictly adheres to when making governance decisions.
The Board is responsible for, but not limited to:
- Setting the overall strategy
- Approving annual budgets
- Approving the half year and full year financial results
- Approving the dividend policy
- Approving the board structure
- Approving major investment expenditure
- Approving resolutions to be put to shareholders at General Meetings
The following governance committees have been established to assist the Board in fulfilling its oversight responsibilities.
Audit and Risk Committee: Responsibilities comprise the reviewing and monitoring the integrity of the financial statements; the system of internal controls and risk management, the attitude towards risk and how risk is reported as well as the reviewing the audit process and liaison with the external auditors.
Remuneration Committee: Responsibilities comprise determining and agreeing with the Board the framework and policy for the remuneration of the Chairman and Executive Directors.
Nominations Committee: Responsible for regular review of the structure, size and composition of the Board, succession planning and identifying candidates for any Executive or Board vacancies. While Dominic Burke chairing the committee at the same time as being chairman of the Company may not be compliant with the QCA Code, the Directors consider this appropriate for the Company in view of his extensive boardroom and senior management experience.
Each of the Committees comprises only Non-Executive Directors, with both the Executive Directors sitting in attendance.
BUILD TRUST
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
The Board is open to dialogue with its shareholders and welcomes interaction.
In order to provide engagement between the shareholders and the business operation, shareholders are entitled to be in attendance at race meetings as follows each year:
| No. of Shares | Shareholder Benefit |
|---|---|
| Over 10,000 | 2 badges (unlimited raceday attendance) |
| 5,000 to 9,999 | 1 badge (unlimited raceday attendance) |
| 101 to 4,999 | 2 day badges (specific to a chosen raceday) |
The Directors are committed to ensuring that:
- The Company’s contact details are included on the website.
- The website contains relevant information on the Company (including historical financial statements and other governance related material) and is updated on a regular basis.
- The contact details of the Chief Executive Officer, Finance Director, Corporate Advisers and Public Relations firm are contained on all market announcements.
- The outcome of all shareholder votes will be reported on the website in a clear and transparent manner.
- All regulatory reporting requirements are posted on the website, and where compliance with FCA reporting is required, the necessary submissions are made in a timely manner.
All Shareholders are encouraged to attend the Annual General Meeting, which is held at the racecourse with lunch/refreshments provided and the opportunity to mix informally with the Directors.
The Directors acknowledge the importance of high standards of corporate governance and the Company has adopted the QCA Code. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly Aquis companies.
The Board comprises eleven Directors: two Executive Directors, a non-Executive Chairman and eight non-Executive Directors, reflecting a blend of skills, experiences and backgrounds. The Directors consider that seven non-Executive Directors are independent having taken into account their shareholdings (where relevant), length of service and their separation from the day-to-day running of the business and/or involvement with other businesses. Two non-Executives are considered to be non-independent due to their respective 9.5% and 40.9% shareholdings.
The Board meets regularly to review, formulate and approve the Company’s strategy, budgets, corporate actions and oversee the Company’s progress towards its goals.
The Company has established properly constituted Audit and Risk; Remuneration and Nominations Committees of the Board with formally delegated duties and responsibilities, a summary of which is set out below.
Audit and Risk Committee
The Audit and Risk Committee comprises Bryan Burrough, Dominic Burke and John Dodds with Bryan Burrough as Chair of the Committee. The Audit and Risk Committee formally plans to meet four times per year but will convene as often as required on other matters.
The Audit and Risk Committee’s main functions include:
- Reviewing the effectiveness of internal control systems and assessing risk.
- Making recommendations to the Board in relation to the appointment of the Company’s auditors.
- Determining the auditor’s remuneration in consultation with the Board.
- Monitoring and reviewing annually the auditor’s independence, objectivity, effectiveness and qualifications.
- Monitoring the integrity of the financial statements of the Company including its annual and interim reports, preliminary results’ announcements and any other financial information provided to Shareholders.
- Overseeing the Company’s relationship with the external auditors as a whole and also to consider the nature, scope and results of the auditors’ work through reviews.
- Compliance with legal requirements, accounting standards and the relevant provisions of the AQUIS Rules for Companies and ensuring that an effective system of internal financial and non-financial controls is maintained.
The ultimate responsibility for reviewing and approving the Annual Report and Financial Statements will remain with the Board. The membership of the Audit and Risk Committee and its terms of reference is reviewed on an annual basis.
During the year the Audit & Risk Committee held four meetings with the key matters being the recommendation of the approval of the 2022 financial statements and final 2023 budget, a further review of the pension liability management, treasury deposit strategy and an annual update on Internal Controls & Risk Register.
Remuneration Committee
The Remuneration Committee comprises John Dodds, Bryan Burrough and Madeleine Lloyd-Webber with John Dodds as Chair of the Committee. The Remuneration Committee formally plans to meet twice per year but will convene as often as required on other matters.
The Remuneration Committee’s main functions includes:
- Determining and agreeing with the Board the Director’s fees payable to the Company’s Chairman, as well as the remuneration for the Executive Directors.
- Determining and approving targets for any performance related pay schemes operated by the Company and approving the total annual payments made under such schemes.
- Reviewing long-term incentive plans for approval by the Board together with determining each year whether awards will be made. Approving the overall amount of such awards, the individual awards to Executive Directors and other Senior Management and the performance targets to be used.
- Determining and approving the annual salary increases for all staff along with bonuses and incentive payments.
During the year the Remuneration Committee held four meetings to make decisions on the 2022 & 2023 Ex-gratia Bonus, Executive Long-Term Incentive schemes, 2023 Bonus scheme, 2024 Staff pay increases and the remuneration package for a new Chief Executive.
Nominations Committee
The Nominations Committee comprises Dominic Burke and Madeleine Lloyd-Webber with Dominic Burke as Chair of the Committee. The Nominations Committee formally plans to meet once per year but will convene as often as required on other matters.
The Nominations Committee main functions include:
- Leading the process for Board appointments (including Executives) and make recommendations to the Board.
- Regularly reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations with regard to any changes.
During the year the Nominations Committee met twice to confirm the appointment of Sofia Watson as a non-executive Director, to confirm the termination of the existing Chief Executive as well as the recruitment strategy for appointing a new Chief Executive.