QCA Corporate Governance Code

Chair’s Statement

Newable Limited is a Company limited by guarantee with no shareholders. Instead, it has a combination of Private, Original and New Ordinary members. The Directors recognise that this legal structure means Newable lacks traditional shareholders and the challenge they bring to a business.

This relatively unique corporate arrangement requires the Group Board to maintain a high standard of corporate governance, to a standard that can provide the objective challenge of a traditional shareholder alongside ensuring the business is supported in performing to the best of its abilities.

To ensure we achieve a high standard of corporate governance, the Board of Directors has elected to follow the principles of the Quoted Companies Alliance ‘QCA’ Corporate Governance Code. The principles of the Code are embedded into Newable’s internal reporting and governance structures, ensuring effective application.

We set out below our approach in relation to the ten key principles of the QCA Code.

Establish a strategy and business model

Our business strategy is to develop Newable in order to provide:

• Money, advice and workspace for clients
• Rewarding and fulfilling careers for staff
• Balanced returns for stakeholders

Our business model is to leverage the expertise of Newable’s shared services into its Money, Advice and Workspace divisions.

Please see the Strategic Report section of our Annual Report for more information on the key
strategic execution challenges and how they will be addressed.

Principle 2: Understand and meeting Members needs and expectations

Two of the Non-Executive Directors (“NEDs”) represent the London Boroughs and help ensure the Board of Directors maintains an understanding of the views of the Members. In addition, four Non-Executive Directors are also Members of the Company.

Each year, the Members are invited to attend the Annual General Meeting, where they have the opportunity to ask questions and address any concerns to the Board. In addition, Newable provides members with its Annual Report and Consolidated Financial Statements and a review of Newable’s activities.

Any member, or any of Newable’s other stakeholders, can request a meeting with the Company’s
leadership by contacting the Group Chief Financial Officer, Michael Walsh:
michael.walsh@newable.co.uk.

Principle 3: Wider stakeholder and social responsibilities

Newable’s long-term success relies upon good relations with all its stakeholder groups, both internal and external. The Board affords highest priority to ensuring that it maintains a strong understanding of the needs and expectations of all stakeholders.

This work is led predominately by Newable’s Environmental and Social Impact Committee. Please see Newable’s s172 statement for more information on how Newable engages with and considers its stakeholders.

Principle 4: Effective risk management throughout the organisation

The Risk and Governance Committee plays a key role in promoting the efforts to further develop Newable’s risk culture, enhance staff’s understanding of Newable’s risks, and their role in managing and mitigating those risks.

The Committee leads on the formal regular reviews of Newable’s risk policies, risk appetite and risk management framework, reviews and approves key governance policies and makes appropriate recommendations to the Board. This Committee also oversees the work of Newable’s Cyber Security Committee and the work of Newable’s Crisis Management Team.

Newable’s Audit Committee is supported by an internal audit function that is outsourced to RSM, an independent firm. During the year, the Audit Committee reviewed the results of a number of internal audit reports covering various issues, to test the strength of our internal controls and risk processes. RSM will continue this programme of work in the forthcoming year, which is part of a planned rolling programme across Newable.

Principle 5: A balanced and well-functioning Board led by the Chair

The Board and the Committees regularly receive detailed and high-quality information to facilitate proper assessment of any matters requiring a decision or insight. The Board comprises the Chief Executive Officer, Chief Financial Officer, Chief People Officer, Chief Information Officer, Chief Governance Officer and six Non-Executive Directors including the Chair. The Group Board has reviewed the independence of the NEDs and has concluded that, with the exception of the two NEDs who represent two of Newable’s Original Ordinary Members, the London Borough of Hackney and the London Borough of Lambeth respectively, they are independent.

Executive Directors are employed by the Group on a full-time basis whereas the Non-Executive Directors are remunerated on a fixed-fee part-time basis. All Directors devote a significant portion of their time in order to discharge their duties both at and outside of Board meetings.

The Board aims to meet at least three times a year and as required from time to time to consider specific issues required for decision by the Board. The table below shows the attendance at board meetings during the year:

Group Board Meetings Attendance:

Principle 6: Experience, Skills and Capabilities

Directors who have been appointed to the Group Board have been chosen because of the skills and experience they offer. The Directors have strong, relevant experience across the areas of government, accounting, banking, governance, and people management.

The Board is satisfied that, between the Directors, it has an effective and appropriate balance of skills and experience, including in the areas of supporting small to medium sized enterprises “SMEs”.

All Directors receive regular and timely information on the Group’s operational and financial performance. Relevant information is circulated to the Directors in advance of meetings.

Skills and knowledge have been gained through experience in supporting SMEs and these are maintained through ongoing involvement and participation within the sector.

Biographical details of members of the Group Board are detailed on Newable’s external website at: https://www.newable.co.uk/team.php

Principle 7: Board Evaluation

The Group Board undertakes an annual self-assessment process, the results of which are reviewed by the Board and the Nominations Committee, which helps to inform future priorities for Board performance development generally.

In addition, the Board, periodically (usually every three years) undertakes a third-party evaluation of Board performance and effectiveness, the latest review of which took place during the financial year 2020. The results of the independent review were very positive, and the recommendations have been implemented.

Principle 8: Promote a culture that is based on ethical values and behaviours

Newable is a values-driven business. Our five values were defined as a result of a Group wide engagement process and reflect the underlying principles that Newable has operated under since it was founded in 1982. The five values are Dream Big, Get Going, Grow Together, Always Improve and Pass it On. Newable remains committed to these values which underpins its strategy.

Together these values are intended to help foster a culture that generates professional confidence, an inclusive and high-morale working environment that promotes ethical behaviour and high standards in the workplace and in our relationships with third parties. We monitor progress against our values through regular staff surveys which are discussed and reviewed at Board meetings.

Principle 9: Governance structures and processes that support good decision making

The Group Board has adopted a formal schedule of matters that detail key aspects of the Company’s affairs and activities; these are presented to the Group Board for decision and/or adoption.

Responsibility for the development and recommendations of strategic plans and for the implementation of strategies and policies approved by the Group Board and operational management is delegated to the Boards of Newable’s individual businesses and the Group Board Committees. Both Executive and NEDs are members of the business Boards and Committees.

During the year, particular areas of focus for the Group Board, its supporting Committees and the Business Boards included:

• Strategic Direction and the development of Newable’s next Fiver Year Strategic Plan
• Business Acquisition Proposals
• Cyber Security
• Newable’s ESG strategy and in particular Newable’s environmental impact and how to
  address it
• Regulatory compliance
• Financial reporting and monitoring
• Capital Structure and planning
• Diversity, inclusion and company culture
• Governance, board composition and evaluation

Principle 10: Strong communication with Members and other relevant stakeholders

Newable communicates annually with the Original and New Ordinary Members, through the Annual Report and Consolidated Financial Statements that are distributed to all Members, the Annual General Meeting (AGM) itself, and all are extended an invitation to have one-to-one meetings.

Access to corporate information is also available to Members, customers both current and future, and Newable’s other stakeholders, through Newable’s external website, www.newable.co.uk.

Guy Nicholson, Group Chair
23 November 2022

Committees

Audit Committee

The Audit Committee usually meets three times in the year, consisting of three independent Non-Executive Directors. In addition, the Chief Executive Officer, the Chief Financial Officer, Chief Governance Officer, the Director of Risk, external auditors and internal auditors attend by invitation at the discretion of the Chair.

The Committee is responsible for assisting the Board in discharging its responsibilities for the selection of accounting policies and financial reporting, internal controls including Newable’s FCA compliance monitoring programme. Newable management have established a system of internal control, which includes the accounting systems needed to manage and record transactions undertaken by the business. However, it must be recognised that any system cannot provide absolute assurance against material misstatement or loss.

The Audit Committee also reviews the independence of the external auditors, including the relationship between audit and non-audit work performed by the external auditors, the nature and scope of the audit with the external auditors prior to commencement and it continues to monitor the scope and results of the annual audit, including its cost effectiveness and objectivity. The Committee also formally evaluates the performance of the external and internal auditors on an annual basis. The internal and external auditors have direct access, if required, to the Chair of the Committee.

During the year, the Committee led the process of appointing new auditors to the Company – Evelyn Partners, following the resignation of BDO, the Company’s previous auditors.

Audit Committee Meeting Attendance:

Remuneration Committee

The Remuneration Committee also usually meets three times per year. The Remuneration Committee consists of three independent Non-Executive Directors. Executive Directors may attend at the invitation of the Chair with the Chief Executive Officer, Chief People Officer, the Chief Financial Officer and the Chief Governance Officer normally in attendance to report on specific matters (but are always excluded when their own performance and remuneration are under review).

The Remuneration Committee assists the Board in discharging its responsibilities for executive remuneration policy, remuneration arrangements of Directors and remuneration generally across the Group.

For further details of the work of the Remuneration Committee, refer to the Remuneration Committee Report on page 20.

Remuneration Committee Meetings Attendance:

Nominations Committee

The Nominations Committee usually holds one meeting annually. It consists of three Non-Executive Directors and one Executive Director. The Committee is responsible for assisting the Board in the formal selection and appointment of Directors.

The Committee considers potential candidates and recommends the appointment of new Directors to the Board. The Committee also takes responsibility on behalf of the Board for the recruitment, induction and training of new Directors and the assessment of Board and individual Director’s performance. It evaluates Board members’ performance, which includes a review of attendance records and contributions to meetings.

The Committee also reviews and reports on performance in relation to Board and Sub-Committee administration including the content and timeliness of papers and minutes.

Nominations Committee Meeting Attendance:

Risk & Governance Committee

The Risk & Governance Committee usually meets three times a year. This Committee comprises three Non-Executive Directors. Executive Directors attend at the invitation of the Chair with the Chief Executive Officer, Chief People Officer, the Chief Financial Officer, Chief Information Officer the Chief Governance Officer and the Director of Risk normally in attendance.

The Committee continues to provide focus on Newable’s risk & governance agenda. This includes promoting and developing Newable’s risk culture and to assist in the ongoing programme to improve risk processes.

In addition, the Committee has responsibility for overseeing Newable’s governance arrangements, including Board administration, compliance with the QCA corporate governance code and compliance with a range of key policies such as Financial Crime legislation and data protection regulations (GDPR).

As part of its Governance responsibilities, the Risk & Governance Committee liaises closely with the Environmental & Social Impact Committee on the increasingly important ESG agenda.Risk &

Governance Committee Attendance:

Environmental & Social Impact Committee (‘ESI’)

The ESI Committee’s major responsibility is to provide Newable with a greater focus on its ESG Strategy, its ESG agenda and gives greater visibility to Newable’s historic focus on this very important issue.

The Committee comprises three Non-Executive Directors. The Executive Directors will normally be in attendance together with the Director of Risk, Director of HR and the Director of Marketing, together with a number other staff, reflecting the Committee’s wide ranging agenda.

The ESI Committee has responsibility for overseeing Newable’s work on its environmental impact and how this is being mitigated, on Newable’s engagement with its stakeholders and for governance issues that relate specifically to the ESG agenda, working closely with the Risk & Governance Committee.

The Committee also has responsibility for seeking to improve and enhance best practise with regards to people policy and procedures. There is a continuing focus on Newable’s diversity and inclusiveness policy in relation to gender, sexual orientation, and ethnicity. Newable is committed to the principles of diversity, inclusion and equality..

ESI Committee Attendance: