Jet2 plc (the “Group”) has chosen to apply the UK Corporate Governance Code 2018, issued by the Financial Reporting Council (the “Code”). A copy of the Code can be found here.
An explanation of how the Group has complied with the Code is set out below and also in the Audit and Risk Committee Report on pages 87 to 90 of the Annual Report and the Remuneration Committee Report on pages 91 to 97 of the Annual Report.
On 5 September 2023, Philip Meeson stepped down from the Board of Jet2 plc and Robin Terrell was appointed as Non-Executive Chairman. Pages 78 to 84 of the Annual Report sets out our Corporate Governance Statement approved by the Board and signed on its behalf by Philip Meeson on 24 July 2023. The below reflects the directorate changes made on 5 September 2023.
BOARD LEADERSHIP AND COMPANY PURPOSE
The Board is responsible for the long-term success of the Group and is collectively accountable to shareholders for its proper management. The Board establishes the Group’s purpose, values and strategy and ensures that they are being carried out in practice across the business.
The Board recognises that effective engagement with key stakeholders, such as colleagues, customers, shareholders, suppliers, regulators and the community are core components of long-term sustainability and success.
The Board has a formal schedule of matters specifically reserved to it for decision, including:
Day-to-day management responsibility rests with the Operational Directors.
Our guiding principles are ‘People, Service, Profits’ and we believe that happy, well paid and motivated Colleagues will continue to give great service and thereby enable sustainable long-term profitability. Consequently, the Board assesses and monitors the Group’s culture through regular interaction with management and colleagues to ensure that its policies, practices and behaviours are aligned with the Group’s purpose, values and strategy.
The delivery of great service is at the core of the Jet2.com and Jet2holidays values, which are known internally as ‘Take Me There’. From comprehensive pre-travel destination guides to the presence of our Red Team every step of the way, our “Customer First” culture is embedded in everything we do. To achieve this, all colleagues take part in a one-day induction to the business, which introduces these values: Be Present; Create Memories; Take Responsibility; and Work As One Team. Refresher training and regular prompts which are visible throughout the business ensure that these values, which are intrinsic to the success of the business, remain front of mind when dealing with customers, colleagues and other partners.
The Board is supported by the Audit & Risk and Remuneration Committees, each of which has access, at the cost of the Group, to the resources, information and advice that it deems necessary to enable it to discharge its duties effectively. Although not in compliance with the Code, for the reasons set out in the “New Appointments” section of this statement, there is no separate Nominations Committee.
The Board meets at least four times a year in order to, amongst other things, review trading performance, ensure adequate funding and liquidity is in place to continue to operate effectively and to set and monitor current and future strategy.
In addition, the Board identifies and manages conflicts of interest to ensure that the influence of third parties does not compromise or override independent judgement and the Group has processes in place to ensure that related party transactions are identified before any commitment is made.
If the Directors have concerns about the operation of the Board or management of the Group that cannot be resolved, their concerns would be recorded in the Board minutes.
To enable the Board to discharge its duties, the Chairman sets the formal agenda for the Board meetings. Committee papers containing appropriate and timely information are distributed several days before each meeting takes place and, in the months when the Board does not meet, the Board receives a formal written report in relation to trading performance. Additional meetings are called as and when required.
The number of full Board and committee meetings scheduled, held and attended by each Director during the year ended 31 March 2023 was as follows:
|Remuneration Committee meetings
|Audit Committee meetings
* By invitation.
The Business & Financial Review on pages 26 to 30 of the Annual Report includes a detailed review of the Group’s business and future developments. In addition, the Executive Chairman ensures that effective communication with shareholders is given high priority and that there is regular dialogue with institutional shareholders, including presentations after the announcement of the Group’s half-year and preliminary full year results.
Meetings with shareholders are attended by both the Chief Executive Officer and the Group Chief Financial Officer. In addition, both the Executive and Non-Executive Directors have the opportunity to meet with other shareholders at the Annual General Meeting and on further occasions during the year as required.
The Board customarily uses the Annual General Meeting to communicate with private and institutional investors and welcomes their participation, and the Chair of the Audit & Risk and Remuneration Committees is present to answer questions. There is also a question and answer session following the conclusion of the formal business of the meeting, which provides a valuable opportunity to hear from members of the Board about developments within the Group, and to receive their views on issues which are of most interest to the shareholders present.
Details of resolutions to be proposed at the Annual General Meeting are included in the Notice of Annual General Meeting and related papers, which are sent to shareholders in advance of the meeting in accordance with the Group’s Articles of Association. All votes received for general meetings are properly recorded and counted and details of proxy appointments and voting instructions are provided at the meeting. Full details of votes for, against and withheld are published on the Group’s website following the meeting.
If a resolution receives 20% or more of votes cast against, the Board will consult with shareholders to understand the reason behind the result.
The Group’s website (www.jet2plc.com) has a specific section for investors, which is regularly updated with relevant news and information, including the Annual Report and the Notice of Annual General Meeting, as well as providing information on the Group’s history and trading subsidiaries, with links to their respective websites.
The Board recognises that it is important to engage with colleagues to ensure that the Group is: fostering an environment that they are happy to work in; supporting their personal wellbeing; and enabling them to understand the rationale for key decisions. The Group does not currently use the workforce engagement methods prescribed by the Code, but instead operates an Information and Consultation Agreement and Protocol, consisting of five separate agreements, which cover every UK-based colleague and set out how Jet2.com and Jet2holidays will inform and consult with them. These arrangements help to improve two-way communication between colleagues and management, enabling colleagues to share thoughts and to contribute to organisational change. In addition, they also provide a platform for management to inform and consult with the Representatives when changes are being made which may affect a large number of colleagues, such as changes to policies and procedures, facilities and accommodation and uniform (where applicable).
Additionally, the Group keeps colleagues regularly informed on matters relating to their employment through a variety of weekly and monthly information bulletins and newsletters covering a broad range of topics. At an operational level, there are a series of roadshows at each of the Company’s UK airport bases, which include an opportunity for colleagues to raise questions direct with the Chief Executive Officer and other directors.
A mailbox entitled ‘ShareWithSteve’ allows colleagues at any level of the organisation to write directly to the Chief Executive Officer of Jet2 plc regarding any matter or concern they may have, providing a direct method of communication with a key member of the Board and enabling issues raised to be added to the Board agenda for discussion where appropriate.
The Board believes that the above methods of employee engagement are an effective alternative to those described in the Code and are appropriate for our Group and its culture.
The Group also has a well-established Whistleblowing Policy to ensure that colleagues are fully aware that they can report concerns or suspicions about any wrongdoing or misconduct and be assured that the Group will treat their concerns seriously, investigate them appropriately and provide assurance that their confidentiality will be protected wherever possible without fear of repercussion.
The Chairman encourages an open, fair and constructive debate where all Directors are encouraged to use their independent judgement and to constructively challenge matters, whether they be strategic, operational or financial.
The Chairman, with the support of the Company Secretary, is responsible for the Director induction process and ensuring that the Directors receive appropriate training as necessary.
The Chairman, working with the Company Secretary, ensures that the Board receives accurate and detailed information on matters in advance of meetings, and that there is adequate time to discuss the issues during meetings by setting an appropriate agenda.
The roles of the Chairman and the Chief Executive Officer are clearly defined and separate. In line with the Code, the Chairman is independent on appointment and is responsible for the leadership of the Board and its overall effectiveness. The Chief Executive Officer is responsible for the day-to-day running of the Group. The composition of the Board is such that no one individual dominates the Group’s decision making.
The Board comprises:
Robin Terrell was appointed Non-Executive Chairman of the Company on 5 September 2023. Robin is also Chair of the Audit & Risk and a member of the Remuneration Committees and brings extensive experience from leading online and retail businesses. In addition, he has very relevant financial knowledge given his qualification as a chartered accountant and his previous position as Chair of the Audit Committee of William Hill plc.
Mark Laurence is a member of the Audit & Risk and Remuneration Committees and has served for more than nine years from the date of his first election to the Board. Notwithstanding this length of tenure, the Board has determined that he remains independent in character and judgement and is satisfied that he does not have relationships or circumstances which are likely to affect that judgement. He continues to provide valuable challenge as a Non-Executive Director and brings a breadth of financial experience to the Board.
Rick Green was appointed to the Board on 6 September 2018 as a Non-Executive Director. Prior to his appointment, Rick worked as a consultant for Jet2.com and Jet2holidays and is therefore not considered independent under the Code. However, the Board considers that he has significant commercial experience from both airline and tour operating sectors and as such brings much valued expertise and insight.
Simon Breakwell was appointed to the Board as an Independent Non-Executive Director on 27 April 2023 and is a member of the Audit & Risk and Chair of the Remuneration Committee.
Angela Luger was appointed to the Board as an Independent Non-Executive Director on 3 July 2023 and is a member of the Audit & Risk and Remuneration Committee.
Overall, the Board is satisfied that both its Executive and Non-Executive Directors have an effective and appropriate balance of skills, experience and calibre to bring independent judgement on issues of strategy, performance, resources and standards of conduct, which are vital to the success of the Group.
The biographies of the Directors appear on pages 85 and 86 of the Annual Report.
All new directors appointed to the Board receive a comprehensive induction to the Company. For each of the recent appointments to the Board, this has included:
Committee membership as at 5 September 2023
Audit & Risk Committee:
Robin Terrell (Chair)
Simon Breakwell (Chair)
As of 5 September 2023, the Group has five Non-Executive Directors.
The Non-Executive Directors bring a suitable balance of skills, experience and knowledge of the Group, to provide constructive challenge to management and help develop proposals on current and future strategy. In addition, their independence of character and integrity prevents any individual or small group from dominating the decision making of the Board as a whole. The Chairman speaks regularly without the other Executive Directors present.
All Non-Executive Directors are required to devote sufficient time to their role as a member of the Board in order to discharge their responsibilities effectively and this is kept under continuous review. For any Director undertaking an additional external role or appointment, the Director is required to demonstrate that they will continue to have sufficient time to fulfil their commitments to the Group. Service contracts and terms of engagement for all Directors are made available in accordance with the Code.
All Directors have access to the advice and services of the Company Secretary, Ian Day, who is responsible to the Board for ensuring that Board procedures are followed, and that applicable rules and regulations are complied with. The appointment and removal of the Company Secretary is a matter for the Board as a whole.
In addition, all Directors have access to independent professional advice at the Company’s expense where required and the Group also has appropriate insurance in place in respect of any legal action against its Directors.
Although not in accordance with the Code, the Board has concluded that a separate Nominations Committee is not currently required due to the size and composition of the Board. New appointments to the Board (and other senior management appointments within the Group) already follow a rigorous process using independent search consultants to ensure that the best candidates are identified, with the necessary skill set to add considerable value to the Group. Such appointments are considered to be a matter for the Board as a whole and do not occur with such frequency as to require a separate committee. Succession planning is considered on an ongoing basis by the Chairman in consultation with the Board, in particular the Chief Executive Officer.
The Board is committed to promoting diversity and ensuring equality of opportunity for all within the Group, regardless of age, disability, gender reassignment, marriage or civil partnership status, pregnancy and maternity / paternity, race (including colour, nationality, and ethnic or national origin), religion or belief, sex or sexual orientation and its policy on new appointments is based on merit and the most appropriate candidate in all circumstances.
Whilst not in compliance with the Code’s recommendation that Directors stand for re-election every year, Directors are submitted for re-election at regular intervals, subject to satisfactory performance. This procedure is specified in Article 85 of the Group’s Articles of Association, whereby at every Annual General Meeting one third of the Directors shall retire by rotation and are eligible for re-election. Newly appointed Directors are subject to re-election at the first Annual General Meeting after their appointment.
The Chairman is responsible for evaluation of the Board’s performance and that of its committees and individual Directors. This evaluation is made on an ongoing basis using feedback from the Group as a whole, supplemented by regular discussions with the Directors in question.
The Board has an established Audit & Risk Committee which comprises of four Independent Non-Executive Directors.
The Audit & Risk Committee is chaired by Robin Terrell, Non-Executive Chairman, until a further Independent Non-Executive Director who has recent and relevant financial experience is appointed.
The Audit & Risk Committee meets no less than three times per year, reporting back to the Board on key issues discussed at each meeting. The Board is satisfied that the Chair of the Audit & Risk Committee has recent and relevant financial experience, being a qualified Chartered Accountant and having held the position of Chair of the Audit & Risk Committee of William Hill plc from March 2019 to April 2021, and that the Committee continues to be effective in fulfilling the primary functions described below.
The Executive Directors, the Group Legal Director & Company Secretary, the Director of Group Finance & Treasury, as well as the external and internal auditors are invited to attend Committee meetings. The Committee’s primary function is to assist the Board in:
The Audit & Risk Committee Chair also engages with both the external and internal auditors, without the Executive Directors or members of the Finance team present.
Whilst KPMG LLP (“KPMG”) have been the Group’s auditor since the year ended 31 March 2005, the Audit & Risk Committee and the Board continue to believe this is in the best interests of shareholders as KPMG have developed an extensive knowledge of the Group. However, as previously reported, in order to ensure good governance, the Committee has determined that it is appropriate for an audit tender process to be conducted commencing no later than September 2023 for the year ending 31 March 2025.
The fee paid to KPMG for the statutory audit of the Group and Company financial statements and the audit of Group subsidiaries pursuant to legislation was £0.8m. A breakdown of fees paid to KPMG during the financial year is set out in Note 8 of the Annual Report. Resolutions to reappoint KPMG as auditor and to authorise the Directors to agree their remuneration will be put to shareholders at the AGM.
A detailed Audit & Risk Committee Report is set out on pages 87 to 90 of the Annual Report.
The Independent Auditor’s Report can be found on pages 100 to 106 of the Annual Report.
The Board of Directors is responsible for the Group’s system of internal control and for reviewing its effectiveness. Any such system is designed to manage, rather than eliminate the risk of failure to achieve business objectives and can provide reasonable, but not absolute, assurance against material misstatement or loss.
The Board of Directors has carried out a robust assessment of the emerging and principal risks facing the Group, including those that could threaten its business model, future performance, liquidity or solvency, which can be found on pages 32 to 44 of the Annual Report.
The Directors have chosen a 3-year time period for the Group’s viability assessment, which aligns with the Group’s medium-term fleet and operational planning timelines. The Viability Statement can be found on pages 45 and 46 of the Annual Report.
The risk management process and the system of internal control necessary to manage risks are assessed and monitored by the Audit & Risk Committee.
The Board maintains processes for identifying, evaluating and managing the risks faced by the Group which take account of the recommendations set out in the Financial Reporting Council’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting.
To ensure compliance with laws and regulations, and to promote effective and efficient operations, the Board has established an organisational structure with clear operating procedures, lines of responsibility and delegated authority.
Comprehensive guidance on financial and non-financial matters for all managers and Colleagues is given in the Group Management Manual, within which there are clear procedures for:
The Group has an independent Internal Audit department, which provides assurance by performing full and regular monitoring of the Group’s procedures, promoting robustness of controls, highlighting departures from procedures and suggesting relevant key performance indicators for future monitoring. Other areas of risk assessment and monitoring which may normally be carried out by an Internal Audit department are, in the main, covered by the Board either as a whole or within the various meetings highlighted.
Group Risk Management is the responsibility of the Group’s Operational Directors, who meet regularly with Internal Audit to review the Group Risk Register and to discuss existing and emerging risks. The Head of Internal Audit & Business Continuity summarises and reports their findings to the Audit & Risk Committee.
The Board has established a Remuneration Committee which comprises of four independent Non-Executive Directors and is chaired by Simon Breakwell.
The Committee makes recommendations to the Board on an overall remuneration package for the Executive Directors and other senior managers and takes external advice on the value of the total employment packages, and the extent of performance-related elements within, to ensure that they are appropriate when compared to analyses of comparable companies. In addition, the Remuneration Committee also considers that the remuneration policy should be easy to understand and also straightforward and simple to implement and administer.
Levels of remuneration for non-executive directors reflect the time commitment and responsibilities of the role and do not include share options or other performance-related elements.
The Remuneration Committee is responsible for making recommendations to the Board, within agreed terms of reference, on the Group’s framework of executive remuneration and its cost. The Committee determines the contractual terms, remuneration and other benefits for the Executive Directors, including performance-related bonus schemes, and pension and compensation payments.
Further details are set out in the Remuneration Committee Report on pages 91 to 97 of the Annual Report.
Remuneration outcomes are aligned with strategic priorities and the long-term success of the Group. The Board, with guidance from the Remuneration Committee, exercises independent judgement and discretion to arrive at fair and balanced remuneration outcomes, taking account of both company and individual performance. When setting senior executive pay, the Board considers both external pay relativity and wider workforce remuneration and conditions.
BOARD APPROVAL OF THE STATEMENT OF CORPORATE GOVERNANCE
This statement was last reviewed on 5 September 2023.
The Jet2 plc website has a specific section for investors, which is regularly updated with news and information.
Details of Significant Shareholders of the Company can be found here.
Jet2 plc's Constitutional Documents
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Low Fare Finder House
Leeds Bradford Airport
Company number: 01295221
Jet2 plc was incorporated in the United Kingdom in January 1977.