Corporate Governance

The Company’s purpose, strategy and business model are designed to promote long-term value for the Company’s sThe Company’s purpose, strategy and business model are designed to promote long-term value for the Company’s shareholders. The principal activity of the Group is the development, marketing manufacture and supply of personal care, beauty and fragrance products, which includes the development of brands. The primary focus of the Company’s strategy is returning the Group to sustainable growth in revenues and profits to deliver a consistent growing return for shareholders whilst safeguarding against commercial risks.

The Group aims to deliver this by pursuing the following broad strategies:

• Building brands focusing on the Company’s core skills in skincare, haircare, and bath and body, utilising its extensive research and development (R&D) and product development expertise.
• Expanding the private label business and contract manufacturing for third-party brands owners by focusing on customers and product categories that utilise the Company’s market knowledge, technical strengths in product development and flexible manufacturing capabilities.
• Creating a positive, supportive environment where all employees can develop their skills to fulfil their ambitions, and to enable them to contribute to achieving the Group’s target of delivering sustainable growth.
• Investing in the business to ensure the Group can meet the customers’ requirements and continuously improve productivity in a safe and secure environment.
• Ensuring the Group’s costs and asset base match demand, environmental and safety requirements.
• Continuously reviewing operating procedures to ensure they are fit for purpose and to reduce complexity and utilise improvements in technology.
• Continuing to embed social responsibility, environmental impact and product and employee safety into the Groups’ policies and decision-making.

Immediate priorities include increasing the awareness and distribution of the Company’s brands, accelerating organic sales in all divisions, nurturing customer relationships and keeping R&D central to driving the business forward.

A continual review of the market, the Company’s customers strategies, category and product opportunities is undertaken throughout the year in order to ensure that the key strategic objectives are relevant and achievable. These are reviewed and monitored by the main Board and senior management to ensure consistency in approach. The goal is to deliver a consistent, stable business that delivers increasing value for all stakeholders.

A more detailed description of the Group’s strategy and business model and key strengths and challenges is set out in the Group Strategic Report in the FY24 ARA.

The Group’s values and culture are fundamental to the Company’s strategy and are embraced by all members of the Group. The Company is committed to maintaining the highest standards of integrity, transparency, and accountability and conducting all its business with honesty and ethical standards, ensuring that professionalism and fairness guide every business interaction and relationship. These values are essential to the delivery of the Company’s purpose, strategy and business model.

The Group is committed to operating in an honest way and without the use of corrupt practices or acts of bribery to obtain an unfair advantage. A due diligence exercise is carried out with new suppliers and ongoing suppliers’ performance is monitored including adherence to our Modern Slavery and Human Trafficking Statement. The Group is also mindful of its wider responsibilities as a significant local employer in both its principal locations and of its contribution to the local economy, both where it and its suppliers are based. The Group offers an open and inclusive culture where employees are offered the opportunity to progress within the business.

The Group has implemented, inter alia, the following policies to help ensure appropriate values and behaviours:

• Anti-Bribery and Corruption Policy;
• Whistleblowing Policy;
• Share Dealing Policy;
• Modern Slavery and Human Trafficking Policy; 
• Environmental Policy;
• Code of Conduct Policy;
• Equal Opportunities and Diversity Policy; and
• Staff Handbooks covering staff discipline, grievance procedure, health and safety regulations, and the Group’s non-discrimination policy. 

The Company is dedicated to fostering transparent and open communication with its shareholders, ensuring that its purpose, strategy, business model and performance are clearly understood. The Board places significant importance on maintaining open lines of communication with shareholders and engaging with them in a way that is meaningful to them, aiming to understand their perspectives. In making decisions, the Board carefully considers the interests of stakeholders and the long-term implications of those decisions.

The Directors regularly engage with institutional shareholders, particularly following the announcement of the full-year and half-year results, to ensure that their expectations are fully understood by the Board. Additionally, the Company’s annual general meetings (AGM(s)) provide a valuable forum for direct interaction between the Board and shareholders.

The Board is always open to addressing shareholder enquiries and welcomes feedback from key stakeholders. Shareholder questions and requests can be directed to info@creightonsplc.com.

The Board carefully considers the interests of shareholders and all relevant stakeholders in accordance with section 172 of the Companies Act 2006.

The Board regularly reviews principal stakeholders and how the Company engages with them. The stakeholder voice is brought into the boardroom throughout the annual cycle through information provided by management and by direct engagement with stakeholders where appropriate. The relevance of each stakeholder group may increase or decrease depending on the matter or issue in question, so the Board seeks to consider the needs and priorities of each stakeholder group during its discussions and as part of its decision-making.

For further details on how the Company understands and addresses shareholder needs and expectations, please refer to Principle 3 above.

The Directors recognise the crucial role of all the Company’s employees in the success of the Group and are committed to enhancing its methods of engagement with them. This is performed in various ways, including regular briefings, direct communications (e.g. through text messages), and regular meetings with employee representatives through works councils. The Company has a Whistleblowing Policy to enable employees to raise concerns in confidence and ensure appropriate actions are taken. For further details on how the Company ensures that its practices towards its employees are consistent with the Company’s values, please refer to Principle 2 above.

A comprehensive overview of the Company’s engagement with key stakeholders, including customers, employees, suppliers, communities, and shareholders, can be found in the Group Strategic Report of the FY24 ARA. The Strategic Report also contains a report on the Task Force on Climate-Related Financial Disclosures.

Effective risk management is critical to executing the Company’s strategy and requires a robust framework for identifying, managing, and mitigating the principal risks. The Company must also ensure it identifies emerging risks in a timely manner. The Directors, together with the Company’s advisers, regularly assess the effectiveness of the existing procedures and believe they are appropriate for the nature and scale of the Group’s operations. The Board is committed to ensuring that the management structure and the integrity of personnel align with the needs of the Group.

The Company has implemented a risk register that is regularly discussed at the Audit and Risk Committee meetings before being brought for review by the Board. The maintenance of the risk register further strengthens the Company’s risk management processes.

The Board is responsible for establishing and maintaining the Company’s system of internal controls, with the Audit and Risk Committee supporting the Board in fulfilling its responsibilities in this area. This includes but is not limited to strategic planning, the approval of annual budgets, regular monitoring of performance against budget (including thorough investigations of significant variances), management of capital expenditure, and the maintenance of accurate accounting records. The Board has established a process for managing the significant risks faced by the Group. This ongoing process is reviewed regularly by the Board and accords with the internal control guidance issued by the Financial Reporting Council.

The Audit and Risk Committee regularly considers the auditor’s independence, in particular ahead of the Company’s year-end audit.

Further details on the principal risks and uncertainties identified by the Company and key procedures to provide effective internal controls are outlined in the Group Strategic Report of the FY24 ARA.

The Board comprises the Non-Executive Chairman, the Chief Executive Officer (CEO), the Group Deputy Managing Director, and five Non-Executive Directors, two of whom are considered independent. Biographies of each of the Board members can be accessed under the Board and Management section of the Company’s website.

The Board has concluded that Paul Watts and Jemina Bird are independent in character and judgment. The rest of the Non-Executive Directors are considered to be non-independent. As a result, the Board does not meet the QCA Code’s recommendation for at least half of the Board to be independent Non-Executive Directors, however, it meets the recommendation of having at least two independent Non-Executive Directors on the Board. The Company does not currently have a senior independent director (SID) but the Board will review the need for a SID on a regular basis.

The Board convenes at least six formal meetings annually and may meet on an ad hoc basis as needed to review performance, significant changes in accounting practices, and other key matters such as deciding whether to proceed with or cancel a major project. A formal schedule of matters reserved for decision by the Board is in place and is available under the Board and Management section of the Company’s website.

Each Director dedicates the necessary time to their role to ensure they fulfil both their individual and collective responsibilities effectively. The Board is kept informed of any other commitments or interests held by its Directors to be able to manage and resolve conflicts of interest timely. Any changes to these commitments and interests are disclosed to the Board and, where necessary, approved. All individual directors stand for re-election at the Company’s AGM.

The Board is supported by an Audit and Risk Committee and Remuneration Committee with further details available on the Company’s website, including the terms of reference for each committee. Both Committees comprise a majority of independent Non-Executive Directors. The Audit and Risk Committee comprises and is chaired by Paul Watts, with other members including Jemima Bird and Bill Glencross and meets at least three times a year and otherwise as required. The Remuneration Committee comprises and is chaired by Jemima Bird, with other members including Paul Watts and Brian Geary and meets not less than twice a year and at such other times as required. 

On AIM admission, the Company updated its governance policies, including matters reserved to the Board and the Committee terms of reference, to reflect the AIM Rules and the QCA Code recommendations. The governance structures within the Company have been assessed by the Board and are considered appropriate for the size, complexity and risk profile of the Company. This is reviewed by the Board regularly to ensure governance arrangements continue to be appropriate as the Company changes over time.

The Board believes its current size and composition are appropriate, offering a well-rounded balance of sector expertise, financial acumen, and public markets experience, along with a diverse range of personal qualities and capabilities. The Board regularly reviews its structure, size, and composition, along with those of its committees, ensuring that the necessary skills, knowledge, and experience are represented. A summary of each Director’s individual skills and experience is available on the Company’s Board and Management website page.

To ensure continuous development and to stay informed about market trends and corporate governance issues, the Board receives training from the Company’s Nominated Adviser and the Company Secretary. In addition, all Directors have the ability to seek independent professional advice to support the execution of their duties, should the need arise, at the Company’s expense.

The Chairman, CEO and Non-Executive Directors have clearly defined roles and responsibilities, with the role of the Chairman being to lead the Board and ensure it is operating effectively in approving and monitoring the strategic direction of the Company. The role of the CEO is to propose strategic direction to the Board and to execute the approved strategy by leading the executive team in managing the Company’s business. The role of Non-Executive Directors is to act as a sounding board for the Chairman and a source of reciprocal feedback for other members of the Board and shareholders, where required. The Board has established Audit and Risk and Remuneration Committees, with formally delegated duties and responsibilities. The Board also delegates specific responsibilities to senior management. This is governed by a delegated authority matrix.

Audit and Risk Committee

The Audit and Risk Committee has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. The Audit and Risk Committee has unrestricted access to the Company’s external auditors. The Audit and Risk Committee also has responsibility for ensuring that the Company has in place the procedures, resources and controls to enable compliance with the AIM Rules and the UK Market Abuse Regulation.

Remuneration Committee

The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s CEO, Chairman, Executive Directors and other senior management. The Remuneration Committee also has responsibility for determining the total individual remuneration package of the Chairman and each Executive Director (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the Chairman of the Board and/or the CEO. No Director or manager may be involved in any discussions as to their own remuneration. The remuneration of Non-Executive Directors is a matter for the executive members of the Board.

Recognising the importance of regular assessments to ensure continued effectiveness and alignment with best governance practices, the Company will undertake a more formal evaluation of both the Board and the Committees in the financial year ending 31 March 2026 (FY26). This evaluation will focus on key areas such as board composition, individual performance, responsibilities, and overall effectiveness, with the goal of identifying areas for improvement and fostering a culture of continuous development. The Company will report on the results of this evaluation in the FY26 annual report.

The Company does not have a Nomination Committee. Succession planning, contingency planning for the absence of key staff and other responsibilities that would ordinarily be delegated to the Nomination Committee are matters for the Board.

In FY24 the Remuneration Committee undertook a thorough review of the Company’s Remuneration Policy, consulting the Board Chairman on the matter.

The Committee considered changes in responsibilities, data from similar-sized businesses with similar levels of complexity and data on remuneration and employment conditions within the Group. The aim was to ensure that the employees were fairly rewarded for their roles. The Committee was mindful of the need to not inadvertently encourage risky or irresponsible behaviour, including behaviour that could raise ESG issues. The Committee considered the balance of the remuneration package between fixed and variable remuneration and the need to incorporate long-term incentives to align performance with improvements in shareholder value. The summary of the key changes to the Remuneration Policy and the overview of the updated Policy can be found in the Directors’ Remuneration Report of the FY24 ARA.

The Remuneration Policy facilitates the recruitment and retention of talent, aligns remuneration with the Company’s shareholder and wider stakeholder requirements and promotes the long-term growth of shareholder value. The Remuneration Committee regularly reviews the Policy and its application to ensure it is fit for purpose and aligns with the Company’s purpose, strategy and culture, as well as the Company’s stage of development. 

As stated above, the Company is dedicated to transparent communication with all shareholders. This communication occurs primarily through regulatory announcements, website disclosures, the annual report and accounts and the AGM. The Group’s website is regularly updated to keep stakeholders informed. For further details on how the Board communicates with its shareholders and other stakeholders, please refer to Principles 3 and 4 above and the Group Strategic Report in the FY24 ARA.

The Board has committed to engaging with shareholders if a resolution at a general meeting receives 20% or more votes against it. In such cases, the Company will seek to understand the reasons behind the result and, where appropriate, take appropriate action. All resolutions at the 2024 AGM were passed, and votes on all resolutions were conducted by poll to ensure full shareholder representation.

Notices for general meetings together with both the Company’s annual and interim reports and other governance-related materials are available on the Shareholder Documents page of the website.