Corporate Governance Statement
For the 52 week period ended 31 January 2021, under The Companies (Miscellaneous Reporting) Regulations 2018, Signet Trading Limited (the “Company”) has reviewed the Wates Corporate Governance Principles for Large Private Companies (published by the Financial Reporting Council (‘FRC’) in December 2018 and available on the FRC website).
We believe the Company’s existing corporate governance arrangements meet the requirements of the Wates framework and set out below is how we have applied the existing governance code throughout the year and for the Group’s ongoing work.
Purpose and Leadership
An effective Board develops and promotes the purpose of a company, and ensures that its values, strategy and culture align with that purpose.
In line with the Signet Group of companies, of which it forms part (ultimate holding company Signet Jewelers Limited – NYSE: SIG), the Company’s purpose is to operate as a profitable and reputable specialist jewellery retailer, delivering sustainable long-term growth for all of its stakeholders in a manner consistent with its core values of “people first”, “lead bravely”, “own it”, “customers!” and “straight talk”.
Through the leadership of the Executive Committee (the group to which management of the Company’s affairs is delegated by the Board), a clear vision of the Company’s purpose and values is articulated which underpins and defines the strategy and culture of the Company.
Policies and protocols are in place to support the execution of the Company’s purpose and values across the organisation, which drives overall engagement with employees and other stakeholders. The intention is that the Company’s values are embedded at every level of the organisation.
The Company’s purpose has helped guide and develop the strategy and decision making of the business over the last 12 months through the evolution of a “Path to Brilliance” programme, which has been developed to help drive long-term sustainable success for the Company.
Effective Board composition requires an effective chair and a balance of skills, backgrounds, experience, and knowledge, with individual Directors having sufficient capacity to make a valuable contribution. The size of a Board should be guided by the scale and complexity of the company.
The Board of the Company has delegated the management and day-to-day operation of the Company to an Executive Committee. The Executive Committee comprises the members of the Board together with additional functional directors with appropriate subject matter expertise to contribute to the Executive Committee and lead their respective departments.
The Executive Committee is led by the Managing Director of the Company, who additionally has a seat on the senior leadership team of the wider Signet Group, reporting into the Signet Group Chief Executive Officer.
The Executive Committee is supported by a number of executive sub committees with responsibility for key activities, such as Health & Safety and Information Security/Data Privacy. Sub-committees comprise relevant members of the Executive Committee together with other key operational stakeholders and experts in the Company.
The Executive Committee operates through clear protocols and governance processes, these are set out in established terms of reference which include standing items for both it and its sub-committees.
The Board and individual Directors should have a clear understanding of their accountability and responsibilities. The Board’s policies and procedures should support effective decision-making and independent challenge.
Board and Executive Committee appointments are made with care to ensure that its membership includes the right and appropriate levels of skill and experience to address the challenges the Company faces currently and in the future.
Through the function of the Company Secretary, each of the Board and the Executive Committee are given sufficient infrastructure to allow them to undertake their work with due care and with regard to their responsibilities. Our Managing Director takes ultimate responsibility for most business decisions except those reserved to the management of Signet Group as a consequence of the Company being a subsidiary of Signet Jewelers Limited.
The Board is focussed on further improving the operational governance of both it and the Executive Committee to ensure that the Company’s purpose and values remain at the centre of their decision-making protocols.
Opportunity and Risk
A Board should promote the long-term sustainable success of the company by identifying opportunities to create and preserve value and establish oversight for the identification and mitigation of risks.
The Executive Committee are mandated to deliver long term value to the Company through growth and development opportunities – most particularly as identified in the “Path to Brilliance” programme of business transformation; with the programme embedded within all strategic decision making areas of the Company.
Risks are identified, mitigated, and monitored at multiple levels within the Company and Signet Group, with internal control and reporting systems designed to ensure that the Executive Committee can make informed decisions on all material environmental, social and governance issues. Principal risks and mitigations are further set out in the Strategic Report section of the Company’s annual report.
A Board should promote executive remuneration structures aligned to the long-term sustainable success of the company, taking into account pay and conditions elsewhere in the company.
Signet Group has a remuneration policy which is managed and monitored by its remuneration committee, with clear objectives to incentivise management based on the long-term success of its strategic goals and business plans.
At a Company level there are remuneration structures in place for directors and employees which provides rewards based on Signet Group performance, Company performance and, where appropriate, for individual success stories.
Stakeholder Relationships and Engagement
Directors should foster effective shareholder relationships aligned to the company’s purpose. The Board is responsible for overseeing meaningful engagement with stakeholders, including the workforce, and having regard to their views when taking decisions.
The Company places notable emphasis on stakeholder communications as a vehicle to further the Company’s purpose; stakeholder engagement is embedded at all levels of the organisation with clear direction and endorsement from the Executive Committee.
Further details of the ways in which the Company engages with its stakeholders, including in particular its employees, can be found in both the Employee section of the Directors report and the section 172(1) statement of the Strategic Report, in each case in the Company’s annual report.
Statement by the directors on performance of their statutory duties in accordance with s172(1) of the Companies Act 2006
The Directors of the Company consider that they, both individually and collectively, have acted in ways they considered, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole (having regard to the stakeholders and other matters set out in Section 172(1) of the Act) in the decisions they made during the 52 week period ended 30 January 2021.
Section 172(1) of the Act sets out the following requirements, and stakeholders and matters to be considered:
172 Duty to promote the success of the company
(1) A director of a company must act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to-
(a) the likely consequences of any decision in the long term,
(b) the interests of the company's employees,
(c) the need to foster the company's business relationships with suppliers, customers and others,
(d) the impact of the company's operations on the community and the environment,
(e) the desirability of the company maintaining a reputation for high standards of business conduct, and
(f) the need to act fairly as between members of the company.
The Board is mindful that the long-term success of the Group is dependent on the way we work with a number of key stakeholders. The remainder of this statement sets out our focus on key relationships and shows how engagement with them is addressed to help inform the Company’s decision making.
A robust corporate governance framework is in place to ensure that stakeholder considerations are captured and enhancements made to strengthen the views of our stakeholders in the boardroom. Further information is set out in the Company’s Corporate Governance Statement.
The Directors regularly review how the Company maintains positive relationships with its stakeholders, including, employees, suppliers, customers and others.
With our employees (section 172(1) stakeholder group (b))
“People First” is a core value of the Company and we recognise our colleagues as key to our ability to achieve our objectives and mission. In recognition of this, teamwork, integrity, communication, and fair treatment of employees all play an important part in the success of the Company. We value honest, open and constructive “two-way” communication throughout the organisation. Amongst other things, we have a responsibility to provide for our employees:
- A healthy and safe work environment.
- Fair terms, conditions of service and rewards.
- A work environment that values diversity and does not tolerate any form of unlawful discrimination on any ground or at any level.
- Equal opportunities.
- Training and career paths, while encouraging employees to take individual ownership of their own development.
- Work-home life balance, respecting our employees’ own commitments and responsibility to family and friends.
With our customers (section 172(1) stakeholder group (c))
As a retailer, we have a responsibility to our customers. Our mission is to meet, and where possible exceed, customer expectations through a high standard of customer service, high store standards, and offering real choice and value. Our policy is that all customers should be treated with respect and warmth. In doing so we endeavour to maintain our product integrity by ensuring that what we sell is what we say it is and by offering merchandise that is responsibly sourced.
With those with whom we do business (section 172(1) stakeholder group (c))
To maintain sustainable relationships with our suppliers, we recognise our responsibility to treat suppliers fairly, ensuring we operate in accordance with the terms and conditions agreed upon. Our suppliers, agents and business partners have a responsibility to supply us with products and services that meet our requirements with respect to quality, delivery and social responsibility. We encourage our suppliers to, where possible, adopt similar social, ethical and environmental principles and to use their influence to promote the achievement of these principles with their direct suppliers and subcontractors.
With our community and the environment (section 172(1) stakeholder group (d) and section (e))
The Company, as part of the wider Signet group of companies (ultimate parent Signet Jewelers Limited – incorporated under the Companies Act of 1981 of Bermuda, registered in Hamilton, Bermuda and listed on the New York Stock Exchange) (the “Signet Group”) is cognisant that its operation in the global jewellery industry creates particular responsibilities in respect of its supply chain. The Signet Group is fully committed to the responsible sourcing of its products and the respect of human rights and expects the same from our suppliers around the world. The Signet Group is a founding and certified member of the Responsible Jewellery Council (RJC), an organization that is committed to promoting responsible ethical, human rights, social and environmental practices throughout the jewellery supply chain. As a founding member and active participant, the Signet Group fully support the RJC’s membership code of practices and chain of custody standards. Signet is also active in cross-sector coalitions and working groups that reach beyond the jewellery industry to ensure that companies respect human rights and avoid contributing to armed conflict.
In addition to, and building upon its work with and on behalf of, the stakeholder groups above, the Directors are additionally cognisant of the importance of:
Maintaining a reputation for high standards of business conduct (section 172(1) section (e))
The Signet Group has adopted a statement of social, ethical and environmental (“SEE”) principles for its group of companies, which outline a policy to operate as a profitable and reputable speciality jewellery retailer, the Signet Group’s responsibility to various stakeholders and the SEE principles by which it operates. The SSE principles cover accountability to stakeholders, business integrity, human rights, labour standards, health and safety, the environment and community. Together with further details of the Signet Group’s commitment to responsible sourcing, the SEE principles and the Signet Group supplier code of conduct, which applies to all suppliers of the Company, can be viewed online at www.signetjewelers.com.
The need to act fairly between members of the company (section 172(1) section (f))
At a Company level, a robust corporate governance framework is in place to ensure that stakeholder considerations are captured, and enhancements made, to strengthen the views of stakeholders in the Company boardroom. Further information on our key relationship and how engagement with stakeholders informs the Company’s decision making is set out in the Company’s Corporate Governance Statement, within the Directors’ Report.
As a board of Directors, our intention is always to behave responsibly and to ensure that the Company operates in a responsible manner, adhering to high standards of business conduct and good governance. We recognise that the maintenance of our good reputation, founded on responsible behaviour, is fundamental to our continuing ability to achieve profitable growth for the benefit of all our stakeholders in the future.
Approved by the Board of Directors on 22 October 2021 and signed on its behalf by:
Director, Signet Trading Limited
Company No: 3768979