Corporate Governance
The Company’s ordinary shares are admitted to trading on the AIM Market of the London Stock Exchange.
The QCA Code
Dear Shareholder,On behalf of the board of directors of Mulberry (the “Board”), I am pleased to make this statement which sets out the Board’s approach to corporate governance. The Board recognises the importance of high standards of corporate governance and considers that the Company’s success is enhanced by a strong corporate governance framework. As Chairman of the Board, one of my responsibilities is to ensure that this framework is maintained. In accordance with the AIM Rules for Companies, the Board formally adopted the Quoted Companies Alliance Corporate Governance Code 2018 (the “Code”) in 2018. The Code is based on 10 principles, aimed at delivering growth, maintaining a dynamic management framework and building trust. The table below provides an explanation of how Mulberry currently applies the principles of the Code. Further information on the Board’s corporate governance procedures can be found on the investor relations website and in the Annual Report.
Chris Roberts, Chairman
21 July 2026
| Code Principle | How Mulberry Applies The Principle |
|---|---|
| 1. Establish a strategy and business model which promote long-term value for shareholders | The Group continue to deliver the “Back to the Mulberry Spirit” strategy which was launched in January 2025, with the focus on returning the brand to its original values and proposition. The strategy is to bring the business to sustainable profitability and drive long-term value creation and has been crafted for two phases: (1) the near-term turnaround phase; and (2) the mid-term expansion phase. During the period the Group remained in the first phase of the strategy. Mulberry is an iconic lifestyle brand with a playful and uniquely British blend of creativity, community, craft and culture. Its values are to be honest, community spirited and dynamic, with the mission to become the most loved British lifestyle brand. The guiding principles of the Board’s strategy are to place the customer at the centre, lead with creativity and simplify the business. Consequently, the strategic priorities are to: (1) develop an asset-light growth engine we can scale; (2) energise handbags and adjacent categories with fashion design; (3) lead with direct-to-consumer operations and customer insights; (4) revitalise the brand as modern British lifestyle; and (5) develop a performance driven culture. . The Board believes that the strategy and the strategic priorities will promote long-term value for the Company’s shareholders. Further details of the strategy are available on the Company’s Investor Relations website. The strategy and business model established and adopted by the Group is discussed, assessed and reviewed on a regular basis. During the period, the strategy gained traction across all Group regions with LFL sales growth in every market in H2. This has been achieved alongside a disciplined focus on full price sales and a reduction in discounting, supporting an improved gross margin for the period. The Group has remained firmly focused both on re-engaging its existing customer base, as well as attracting new customers across its retail and digital channels. Targeted investment has strengthened Mulberry's positioning as a distinctive British lifestyle brand, supported by a tighter, more focused product offer and improved availability. This approach is resonating with customers and has been reinforced by a number of impactful brand and product initiatives. The 'Rooted in Craft' campaign has driven strong visibility and elevated brand awareness, while the introduction of new leather and non-leather families and the continued reinvigoration of our icons—such as the February 2026 launch of the Bayswater Limited Edition, which sold out within minutes—have further strengthened this momentum. The appointment of Christopher Kane as Ready-to-Wear Creative Director marks a further important step in re-establishing creative leadership as the Group prepares to launch new ranges in the current financial year. Progress against the strategy will continue to be reviewed regularly with an analysis of resources needed to realise the steps identified and to deliver the growth projected. The Board’s strategy and business model is set out each year in the Company’s Annual Report with updates provided in the full year and half year financial results announcements and presentations, which are available on the ”Reports & Results” section of the Company’s website. An Investment Committee closely reviews and considers and prioritises requests for significant investment. The Investment Committee meets as needed but at least quarterly and reports to the Company’s Executive Committee. Significant projects are contained within the CEO’s regular report to the Board, whilst the Audit Committee reviews progress on significant IT and systems related projects. |
| 2. Seek to understand and meet shareholder needs and expectations | The Chairman and Board members seek to meet shareholders through direct meetings and at the Annual General Meeting, where shareholders can meet and talk to the directors on a more informal basis. Three Board members have connections with the Company’s majority shareholder, Challice, or its owners and one Board member has a connection with Frasers Group, a significant minority shareholder in the Company. In addition, the Company communicates to all shareholders and the wider market through its Investor Relations website and through news releases including trading updates. The Group provides a wide variety of information on its website for shareholders and other interested parties but also has an active social media presence relating to its products and campaigns and undertakes social listening to better understand customer and other stakeholder sentiments. The executive directors are also available for telephone calls, written communication and meetings with shareholders and investors on an ad hoc basis. The Group is advised by its NOMAD, Houlihan Lokey UK Limited, its corporate broker, Peel Hunt LLP, its legal advisers Osborne Clarke and its financial PR advisers Headland Consultancy. |
| 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success | Mulberry takes a long-term approach to value creation by actively considering the interests of its wider stakeholders, including employees, suppliers, customers, communities and the environment. This is embedded within the Group’s “Made to Last” sustainability strategy, which continues to guide decision making across the business. The Group’s “Made to Last” ethos underpins its approach to long-term success and responsible business practice. This is articulated through the “Made to Last Manifesto” launched in 2021. Today, the strategy is distilled into the Three C’s: Climate, Circularity and Community, in which Mulberry continues to embed sustainability into its strategy and operations, recognising the importance of balancing environmental and social responsibility with long-term value creation. • Under Climate, the Group is progressing towards its ambition of achieving net-zero greenhouse gas emissions, supported by Science Based Targets and continued reductions in operational emissions through renewable energy and on-site generation. Alongside this, Mulberry is advancing a more regenerative approach to sourcing, particularly in leather, by strengthening traceability and working more closely with suppliers to reduce environmental impacts. • Under Circularity, Mulberry has embedded longevity and reuse at the heart of its business model. Through its Lifetime Service Centre and The Mulberry Exchange, the Group extends product lifecycles via repair, restoration and resale, integrating pre-loved products into its core offering and enabling customers to participate in more circular consumption models. • Under Community, Mulberry continues to place people at the centre of its business, from its role as a significant UK employer to its commitment to skills development, fair pay and responsible business practices. Engagement with employees, suppliers and local communities, alongside volunteering and charitable initiatives, supports a culture of craftsmanship, inclusion and shared value creation. The Group has a Human Rights and Responsible Sourcing (HRRS) policy which governs its relationship with suppliers which are reviewed regularly. The Group takes great pride in the relationships that it has with its suppliers. The HRRS policy acts as a code of conduct, setting out the standards for both suppliers and the Group and cover both human rights and animal welfare. The Group has strengthened its governance framework by restructuring its Sustainability function, with the Head of Sustainability reporting directly to the CEO. This reflects a clear commitment to embedding sustainability at the heart of the Group’s strategy. The Sustainability department works closely across the organisation to minimise environmental impact, uphold responsible sourcing standards and support fair and inclusive practices, while sustainability considerations are integrated into decision-making across operations, production and people. The Group also maintains dedicated oversight of its supply chain through the Head of Planning and Responsible Sourcing. In August 2024, the Group achieved B Corp Certification, recognising its performance across governance, workers, community, environment and customers, and reinforcing its commitment to transparency and continuous improvement. This builds on earlier governance enhancements, including updates to the Company’s Articles of Association to reflect stakeholder interests, and is supported by ongoing policy development, benchmarking against best practice, and a continued commitment to employee wellbeing, fair pay and Living Wage accreditation. The Group fosters strong employee engagement through regular committee forums and a Senior Leadership Team that meets to align on business performance, priorities and strategy. Employee Resource Groups (ERGs) further support an inclusive culture, bringing together colleagues across areas such as wellbeing, accessibility, ethnicity and gender to drive Diversity, Equity and Inclusion initiatives across the business. The Group supports its local communities through the Mulberry Somerset Community Fund and a range of fundraising initiatives chosen by employees. This is complemented by a volunteering policy offering paid leave to support charitable causes, as well as partnerships such as our partnership with The Outsiders Perspective, which aims to improve representation within the fashion and luxury industry. |
| 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation | Principle risks, and plans to mitigate these risks, are set out in the Annual Report and are discussed during Board and Audit Committee meetings. Considerations include the macro-economic climate, individual market performance, currency risk, competition, loss of talent and IT, including cyber security. Additional business interruption risks arising out of pandemics, government actions, natural disasters and war are considered when appropriate and where relevant are embedded in the strategy and budget. The Group’s risk management framework identifies and addresses risks to strategy including throughout the supply chain to end customer. During the year the Group obtained cyber security insurance to mitigate the potential financial impact of cyber-crime and continues to review and refine its Cyber Security Response Plan. |
| 5. Maintain the Board as a well-functioning, balanced team led by a chair | The Board members take collective responsibility to promote the Company whilst defining appropriate governance arrangements, with the Chairman having ultimate responsibility. Details of the eight Board members which served during 2025/26 are provided in the Annual Report and on the Corporate Governance section of the website. There are two executive members and six non-executive members, of which there are two independent Directors, Christophe Cornu and Leslie Serrero. The Board considers that there is an appropriate balance between executive and non-executive directors and that there is sufficient independence considering the previously mentioned connection with the two largest shareholders, Challice and Frasers Group. In 2025, the Board reviewed the range of skills considered desirable at board level and the Chairman reviewed the skills offered by the Board members. Board members are given training throughout the year on topics that are considered necessary or desirable to keep their skills up to date. The Board meets at least six times each year, with additional meetings called if there are specific concerns or projects which require close scrutiny and is responsible for Group strategy, investments and capital projects and for ensuring that an appropriate framework of internal control is in place throughout the Group. The average attendance at formal Board meetings for the reporting period was over 95%. Since the Covid-19 crisis the Board and its Committees have embraced a hybrid approach to meetings with a mixture of virtual Board and Committee meetings and in person Board and Committee meetings. This arose partially due to the success of virtual meetings during Covid-19 restrictions but also as a response to the Group’s focus on sustainability. Specific meetings, such as Budget review, strategy discussions and AGMs are held as in person meetings, but where a virtual meeting is possible, this is considered more appropriate to avoid travel and unnecessary costs. All directors are able to fully participate in virtual meetings. The Audit Committee meets three times a year, to review the half year and full year financial results and to review the internal controls framework of the Group. In addition, there is regular communication between the CFO, the Chairman, the Chair of the Audit Committee and the Audit partner of the Group’s auditors, Grant Thornton. The Nominations and Remuneration Committee generally meets twice a year to consider senior management remuneration and key appointments. |
| 6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities | The Board is considered to comprise individuals with a balanced mix of relevant experience in the sector, the financial and the public markets and with the necessary experience and strategic and operational skills required. The Nominations and Remuneration Committee of the Board ensures that new Board members are selected based upon specific criteria targeted at complementing the strengths of the Board as a whole. In 2025, the Board reviewed the range of skills considered desirable at board level and the Chairman reviewed the skills offered by the Board members. The Board can draw upon the skills of the Group Director of Legal & Company Secretary and/or external legal advisors if required and a non-executive only session is held each year with the Auditors. The directors’ biographies and skill sets are detailed in the Annual Report and within the Corporate Governance section of the Investor Relations website. |
| 7. Evaluate Board Performance based on clear and relevant objectives, seeking continuous improvement | The Chairman considers the performance of the Board on an annual basis as part of the Budget process and requests that Board members raise any issues or concerns relating to the effectiveness and processes of the Board; no issues or concerns were raised in the year under review. The Chairman considers the Group’s progress in achieving strategic objectives and the more immediate requirements of the annual plan. Many of the recommendations emanating from the external Board Effectiveness Review undertaken in 2023 were adopted and continued to be followed by the Board. |
| 8. Promote a corporate culture that is based on ethical values and behaviours | Mulberry maintains high ethical standards, and these are described as part of the Sustainability statement and policies set out in the Annual Report and on the website as well as being covered in its Modern Slavery Act Disclosure, Sustainability Report, Global Sourcing Principles and other policies. The Group’s values of being honest, community-spirited and dynamic are an integral part of the “Back to the Mulberry Spirit” strategy. The Group has in place the necessary polices around Anti-corruption and Bribery, Whistle Blowing and Modern Slavery to reinforce ethical values and behaviours as well as a Tax Strategy which confirms that the Group will pay the appropriate amount of tax in each jurisdiction in which the Group operates in accordance with local and international law and practice. During the period, the Group ran its annual employee engagement survey and continues to consider and act upon feedback from employees. The support for Diversity, Equality and Inclusion and Employee Resource Groups encouraged positive behaviours and an inclusive and respectful culture. |
| 9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board | The Directors’ roles and responsibilities are summarised below:
Further details on the Directors and the Committees are available in the Corporate Governance and Directors’ Report sections of the Annual Report:
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| 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders | The Group reports on its financial performance at least twice each year, on the half year and on the full year financial results and provides details of its corporate governance in its Annual Report. Additionally, trading updates are announced as required. These reports are available on the “Reports & Results” section of the website and in the Annual Report. The financial results are communicated via RNS announcements as well as in accompanying financial presentations. The Corporate Governance section of the Annual Report contains details of the Board and its committees as well as the Remuneration Report. The Company’s website contains information and links to other documents and announcements. The Chief Executive Officer conducts press interviews, both immediately following the results publications and at other times as appropriate. Senior management undertake investor meetings at results publication. Company participants in these meetings are typically the Chairman, the Chief Executive Officer and the Chief Financial Officer. The Board pays attention to the votes cast by the shareholders at the Annual General Meeting. Since the introduction of the Code, none of the resolutions proposed at the Company’s AGM have resulted in a significant proportion (>20% including proxies) of votes having been cast against them. In the event that a significant proportion of independent votes were to be cast against a resolution at a General Meeting of the Company, the Board would explain any action it has taken or would take as a result of that vote. The Board is keen to ensure communication with and participation by shareholders; consequently, the Group introduced electronic communication with its shareholders and electronic voting in October 2023, although shareholders can still opt for traditional paper communication if more appropriate for them. |
Executive Directors
Andrea Baldo
Andrea Baldo, 54, was appointed CEO from 1 September 2024. Previously, he served as CEO of the progressive luxury brand GANNI (2018-2024) and as CEO of the Italian leather goods brand Coccinelle (2016-2018). Andrea Baldo began his career in strategic management consulting and entered the fashion industry while consulting at Bain & Company in 2000. Over the past 20+ years, he has held positions at various luxury and contemporary brands, including as General Manager at luxury houses Marni and Maison Martin Margiela (2013-2016) and various leadership positions at Diesel in Italy and USA. Holding a degree in Economics from the University of Verona and as a graduate of the General Management Program at Harvard Business School, Andrea Baldo is also a Fellow of Strategic Management at IESE Business School, where he co-teaches the MBA course “Strategic Management in the Fashion and Luxury Goods Industry”. He also writes business cases and technical notes on the luxury industry.
Billie O'Connor
Billie O’Connor, 44, is Chief Financial Officer, having joined Mulberry and been appointed to the Board on 17 February 2025. She is CIMA qualified. Ms O’Connor has 20 years’ finance experience in the retail and consumer goods sectors, including roles encompassing M&A, IT services, warehousing and distribution and transformation. She was previously CFO and CIO for Milk & More, part of Müller Group (2021-24), having held various senior finance roles within Selfridges Group (2016-2020) and Walgreens Boots Alliance (2010-2015). Ms O’Connor is also the founder, sole shareholder and director of the NOVA Community Ltd, a female networking association and a Committee member of The Twenty Club, a retail executive dining club. Her retail experience across a range of both listed and privately owned consumer brands enables her to bring insight of both physical store and e-commerce trading, coupled with strong stakeholder management.Non-Executive Directors
Christopher Roberts
Christopher (“Chris”) Roberts FCCA, 63, is Chairman of the Board (appointed 30 September 2022). He was appointed to the Board on 6 June 2002 and held the position of Chair of the Nominations and Remuneration Committee from 2013 to 30 September 2022. He is a Fellow of the Chartered Association of Certified Accountants. He is managing director of Como Holdings (UK) Ltd which has retail, hotel and real estate operations in the UK and was formerly Finance Director of an AIM listed financial services group. Como Holdings (UK) Ltd is a company ultimately owned by Mr Ong Beng Seng and Mrs Christina Ong. Mr Roberts has a broad experience of international property markets, the branded luxury hospitality sector and global financial markets.
Steven Grapstein
Steven Grapstein CPA, 68, was appointed as Director on 17 November 2003 and was appointed as Chairman of the Audit Committee on 7 May 2013. He is currently the Chief Executive Officer of Como Holdings USA Inc., an international investment group with extensive interests in the retail and hotel industries. He serves on the Board of Directors of Urban Edge, a US publicly listed company on the New York Stock Exchange, and is the Chairman of their Governance Committee and a member of their Audit committee. He also serves as a member of the Board of Directors of David Yurman corp., a privately held US entity and creator of luxury jewellery and time pieces where he is Chairman of the Audit Committee and a member of the Governance Committee. He is also a member of the American Institute of Certified Public Accountants. Mr Grapstein was a director of and then Chairman of the Board of Tesoro Corporation, a US publicly held Fortune 100 company engaged in the oil and gas industry, a position he held until 2015. Having served as Chief Executive Officer, he then became Chairman of Presidio International dba A/X Armani Exchange, a fashion retail company, until its sale on 15 May 2014. Como Holdings USA Inc. is ultimately owned by Mr Ong Beng Seng and Mrs Christina Ong. Mr Grapstein has extensive knowledge of the North American retail market and is experienced in corporate finance and US capital markets.
Melissa Ong
Melissa Ong, 52, was appointed to the Board on 7 September 2010. She is currently Director of Activities of Como Hotels and Resorts, a company ultimately owned by Mr Ong Beng Seng and Mrs Christina Ong, overseeing the experiential element of hospitality in each destination. She is a director/manager of Mojo Pte Ltd, an investment holding company managing investments in technology, food and beverage, hospitality, real estate and public securities and funds. She manages the endowment portfolio of COMO Foundation where she serves as a director. She is a director of Knowhere Pte Ltd. She holds Board positions with the following not-for-profit organisations: Center for Civilians in Conflict; Internews (US Board Director) and Mandai Nature Fund Ltd. She is also a director of each of Will Focus Ltd, COMO Pte Ltd and Como Holdings Pte Ltd, companies which are ultimately owned by Mr Ong Beng Seng and Mrs Christina Ong. Ms Ong is highly experienced in the luxury hospitality sector and brings insight into the Asian market. Her knowledge of relevant technology and application to digital and social media marketing is valuable in relation to enhancing the luxury customer experience.
Christophe Cornu
Christophe Cornu, 62, was appointed on 7 May 2013 and is an independent Director. Until the end of August 2025, Mr Cornu was Senior Vice President, Director of Special Projects Zone Europe, Société des Produits Nestlé SA, after having previously served as President of Nestlé France SA, CEO of Nestlé Suisse SA, and Chief Commercial Officer for Nestlé Nespresso S.A. Mr Cornu now provides consultancy and advisory services to companies. He is a member of the Supervisory Board (Conseil de Surveillance) of Unowhy S.A. , a Non-Executive Director of De’Longhi S.p.A and a Non-Executive Director of MDS SGPS, SA. Mr Cornu is a marketing leader with a track record of developing major brands and break through concepts. He is consumer focussed, with a complete view from brand purpose development through to marketing execution and provides valuable insight and challenge on brand and marketing related issues.
Leslie Serrero
Leslie Serrero, 52, was appointed to the Board on 7 September 2023 and is an independent Director. Ms Serrero was appointed as Chairman of the Nominations and Remuneration Committee on 18 November 2025. Ms Serrero has an MBA from Harvard Business School and extensive experience of luxury brand leadership. She has been International Managing Director of US luxury group Casa Kosmos Brands Group since October 2022, having previously held senior executive roles at Fendi France (2019-2022), Christian Dior Couture (2012-2019) and Lacoste SA (2009-2012). Prior to this, Ms Serrero was a project leader at Boston Consulting Group for six years, advising companies in the retail, consumer and fashion sectors on transformation and growth strategies.
James France
James France, 36, was appointed to the Board as a non-executive director on 30 July 2025. Having joined Frasers Group plc’s property division in 2016, Mr France is a senior member of the Frasers leadership team and has been instrumental in shaping Frasers’ growth and investment approach to ensure success in a dynamic retail landscape. Prior to joining Frasers Group plc, James built a strong foundation in the property industry working with prominent firms in the North of England and gaining in-depth expertise in leases and real estate, asset management, commercial valuation and property development. Mr France holds a number of directorships within the Frasers Group plc portfolio. Mr France is a Chartered Surveyor and brings with him extensive property industry expertise and strategic property vision both domestically and internationally.
Godfrey Davis
Godfrey Davis FCA, 77, assumed the non-board role of Life President from 1 October 2022. Godfrey performed the role of Chief Executive from 2002 until June 2012; and Chairman of the Board from June 2012 until 30 September 2022. He is a Fellow of the Institute of Chartered Accountants in England and Wales and joined Mulberry as Group Finance Director in 1987 after 15 years at Arthur Andersen, where he was an international partner. He is a director of Pittards plc and Hestercombe Gardens Limited and he is a trustee of Hestercombe Gardens Trust. Mr Davis is an experienced leader of private and publicly owned entities and has a strong understanding of the UK AIM market. He has a deep knowledge of the leather goods sector over many years.Board Responsibility
The Board is responsible for formulating, reviewing and approving the Group’s strategy; in addition it has overall responsibility for the budgets and corporate actions. The Board recognises the importance of high standards of corporate governance and supports the principles contained in the Revised Code, applying them where they consider them appropriate to Mulberry Group plc.Nominations And Remuneration Committee
The Nominations and Remuneration Committee is chaired by a Non-Executive Director, Ms Leslie Serrero (appointed 18 November 2025 to replace Ms Melissa Ong). The Committee is responsible for determining the remuneration and terms and conditions of employment of Executive Directors and senior employees of the Group.Audit Committee
The Audit Committee is chaired by Mr Steven Grapstein. The other members of the Committee are Mr Christophe Cornu and Ms Leslie Serrero (appointed 7 September 2023 to replace Ms Julie Gilhart). During the year all Directors have been encouraged to attend Audit Committee meetings where possible as part of the programme to maintain the Group’s systems of internal control. The Committee may examine any matters relating to the financial affairs of the Group. This includes the review of the annual financial statements, the interim financial statements and other financial announcements, prior to their approval by the Board, together with accounting policies and compliance with accounting standards, and of internal control procedures and monthly financial reporting, and other related functions as the Committee may require. The Non-Executive Directors have access to the Group’s auditor and legal advisers at any time without the Executive Directors being present.News releases
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