The Company’s ordinary shares are admitted to trading on the AIM Market of the London Stock Exchange.
The QCA CodeDear 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
20 June 2023
|Code Principle||How Mulberry Applies The Principle|
|1. Establish a strategy and business model which promote long-term value for shareholders||The strategy and business model established and adopted by the Group is discussed and reviewed on a regular basis. A review and update of the Group’s 3-year plan and strategy was undertaken in conjunction with setting the Group’s Budget for the year ending 31 March 2024 and the Board held a special Board meeting to focus on strategy which was held in May 2023, with a follow up session scheduled for late June 2023. Progress against the strategy is reviewed throughout the year 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.
During the course of last year, the Group established a Transformation project team to lead major cross functional transformational projects. These projects, which are each sponsored by members of the Group’s management board, are allocated across the pillars of Commercial, IT, Digital, Finance, Supply Chain and HR, and are identified as being aligned to the Group’s strategy and driving or supporting growth. The Board receives a monthly progress report on the Transformation projects as well as undertaking a review of progress against plan at each Board meeting.
|2. Seek to understand and meet shareholder needs and expectations||The Chairman seeks to meet shareholders through direct meetings and at the Annual General Meeting which will be held in September 2023. |
Three Board members have connections with the Company’s majority shareholder, Challice, or its owners.
Meetings are offered to and have been held during the previous year with Frasers Group plc, a significant minority shareholder in the Company, to understand their issues or concerns; a further meeting will be held following the 2022/23 full year results announcement.
In addition, the Company communicates to all shareholders and the wider market through the Company’s Investor Relations website, through news releases and a trading update which, this last year, was issued in March 2023.
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 (formerly called GCA Altium Limited), its nominated corporate broker, Barclays Bank plc and by Headland Consultancy for financial PR matters.
|3. Take into account wider stakeholder and social responsibilities and their implications for long-term success||The Group’s approach to sustainability is set at Board level and according to the principle that “Mulberry will make a positive difference to its people, environment and communities in which it works”. |
The Group has clear Global Sourcing Principles which govern its relationship with suppliers which were updated in June 2023. The Group takes great pride in the relationships that it has with its suppliers. The Global Sourcing Principles act as a code of conduct, setting out the standards for both suppliers and the Group and cover both employee rights and animal welfare. The Group is proud of its “Made to Last” ethos and approach to manufacturing which was launched in 2021 and is set out in its ”Made To Last Manifesto” and its Lifetime Service Centre which provides a product repair and renovation service. The Group recognises the benefits of a regenerative and circular business model and strives to implement pertinent practices across its own operations and wider supply chain.
The Group has a fur free policy, sources cotton through the Better Cotton Initiative and now uses cup-cycled materials (card made from recycled coffee cups) in its packaging, extending its use from carrier bags to some boxes.
The Group has signed the UN Fashion Industry Charter for Climate Action and over the last two years has been assessing its global carbon footprint. In February 2023 it submitted its science based targets (SBTs) for carbon reduction to the Science Based Targets Initiative for approval and validation. The Group has already committed to reaching net zero emissions by 2035 and has implemented many initiatives and actions to meet that target, including during 2023, the replacement and extension of the solar panels which provide solar energy to its Bridgwater factory and additional initiatives to reduce wastage or consumption.
The Group sources from Leather Working Group tanneries which recognise improvements in the environmental impact of leather production and the Group has established a leather “gold standard” against which it measures tanneries’ environmental and quality performance. It is also a member of the Animal Welfare Group, a sub-group of the Leather Working Group whose principal objective is education of the leather value chain on salient aspects of animal welfare. The Group is also a founding partner of the Sustainable Leather Foundation, which considers social and governance issues alongside environmental issues in leather production.
The Group is a member of the United Nations Economic Commission for Europe’s leather blockchain pilot called “Enhancing transparency and traceability of Sustainable Value Chains in the Garment and Footwear Sector” to develop stronger lines of traceability within its leather supply chain. It has also introduced RFID tags in its new products to assist with traceability.
The Group annually publishes its Sustainability Report, a copy of which can be found on the website.
Details of the ”Sustainability policy” can be found in the Annual Report and on the dedicated page of the website which also contains the Group’s updated Modern Slavery Act Disclosure and its statement in accordance with the California Transparency in Supply Chains Act.
The Group has a Sustainability team led by a Head of Sustainability who reports through the Supply Chain Director to the Group’s management board and is active in minimising the impact of the Group’s activity on climate change, reducing waste, ensuring fair practice, animal welfare and community involvement. Sustainability implications are considered in connection with the Group’s production, operation, people and organisation.
As a natural progression of its commitment to sustainability and Made to Last, the Group is currently working with an external consultant to benchmark the Group against the requirements for B-Corp accreditation.
The Group is committed to paying the National Living wage (which is higher than the minimum wage) to its UK employees and is accredited by the Living Wage Foundation. It also supports the health and wellbeing of all employees through a variety of HR initiatives and policies.
In addition, there are employee committees which meet regularly to ensure two-way communication throughout the Group, and a Senior Leadership Team which meets to discuss business performance, initiatives and strategy to ensure top-down alignment.
In terms of the wider community, the Group operates a Mulberry Somerset Community Fund which is part of the Somerset Community Foundation to support wider and more significant charitable and community projects within Somerset and holds a number of local fundraising events to support charities and initiatives chosen by employees.
As part of its Christmas festivities, the Company made donations to and assisted with fundraising for The Felix Project, a charity which provides meals to London’s homeless and continues to support the Project through employee fundraising and volunteering. As a response to the Turkish/Syrian earthquake in February 2023, the Company made a donation to the British Red Cross Appeal. A group of employees have recently completed a fundraising walk along Hadrian’s Wall to raise money for Brake Road Safety Charity in memory of a former employee.
The Group operates a volunteering policy, enabling all employees to have 2 days paid leave each year for volunteering with charitable or good causes in their community.
During the last year the Group introduced a mentoring programme working with Mentoring Matters, a global mentoring organisation which offers advice and support to young people from ethnic minority backgrounds to help demystify the arts and creative industries and help them along their professional path. This enables Group employees to volunteer to give mentoring support over a 12-week period.
Recognising its commitment to its employees and climate change, partnering with Ecologic Action Ltd, the Group has enabled a new tree to be planted for every new employee who has joined, resulting in over 621 new trees having been planted since the scheme was introduced.
|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. |
These include consideration of economic climate, individual market performance, currency risk, competition, loss of talent and IT, including cyber security. Additional 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.
During the year the Group undertook workshops and reviews to consider specific risk issues, including cyber security, and is currently undertaking an update of its Business Continuity Plan.
|5. Maintain the Board as a well-functioning, balanced team led by a chair||Details of the eight Board members are provided in the Annual Report and on the Corporate Governance section of the website. |
There are two executive members and, since October 2022, five non- executive members, of which there are two independent Directors, Christophe Cornu and Julie Gilhart. The Board considers that there is an appropriate balance between executive and non-executive directors and that there is sufficient independence taking into account the aforesaid connection with the majority shareholder. However, the Board has reviewed the range of skills considered desirable at board level to assist the Group and the Board and currently is undertaking a search for an additional independent non-executive director.
The Board meets at least six times each year 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.
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 at least two and generally 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 Group Finance Director, the Chairman, the Chair of the Audit Committee and the Audit partner of the Group’s auditors, Grant Thornton.
The Nominations and Remuneration Committee meets at least 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. |
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.
The Chairman considers the Group’s progress in achieving strategic objectives and the more immediate requirements of the annual plan.
During the year, the Chairman requested 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 has proposed that during the course of the coming year an external board review be undertaken; the outcome will be reported in next year’s QCA Code update.
|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 Be Open; Be Bold; Be Responsible; and Be Creative are embedded throughout its relationship with its employees. The Group has in place the necessary polices around Anti-corruption and Bribery and Whistle Blowing to reinforce ethical values and behaviours.
|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.
|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 two times each year, for the half year and the full year financial results and provides details of its corporate governance in its Annual Report. Additionally, trading updates are announced as required, including in March 2023. |
These reports are available on the “Reports & Results” section of the website and in the Annual Report.
The financial results are also communicated via RNS announcements as well as an accompanying financial presentation. Meetings for financial analysts are held on the days of the results publications.
The Chief Executive Officer conducts press interviews, both immediately following the results publications as well as in between results announcements as appropriate. Senior management undertake investor meetings at results publication. Company participants in these meetings are typically the Chairman, Chief Executive Officer and Group Finance Director.
The Board pays attention to the votes cast by the shareholders at the Annual General Meeting. In the event that a significant proportion (>20% including proxies) 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 Board has decided to move forward with electronic communication with its shareholders including electronic voting. Invitations to register will be sent to shareholders in summer 2023 with the Annual Report and AGM documentation to take effect after the AGM.
Thierry AndrettaThierry Andretta, 66, was appointed as Chief Executive on 7 April 2015, following his appointment to the Board as an independent Non-Executive Director on 9 June 2014. He has previously held a number of senior roles at brands including Lanvin, Moschino, Kering, LVMH Fashion Group and Céline, and was Chief Executive of Buccellati and was a non-executive director of Acne Studios Holding AB (until March 2017). He is a director (gérant) of SCI TMLS. Mr Andretta has extensive experience across the luxury sector, with particular focus on retail, digital, omni-channel and international expansion, and is leading the sustainability agenda transforming Mulberry to a net-zero regenerative and circular business model.
Charles AndersonCharles Anderson, 53, is Group Finance Director, having joined Mulberry and been appointed to the Board on 7 October 2019. He is an ACMA and was admitted to the Chartered Institute of Management Accountants in 2000. Mr Anderson has over 20 years' experience as a finance professional, having previously worked at Ted Baker PLC for 17 years. He has experience in developing and overseeing global finance functions, international expansion and systems transformation as well as investor relations.
Christopher RobertsChristopher (“Chris”) Roberts FCCA, 60, 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 GrapsteinSteven Grapstein CPA, 65, 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 OngMelissa Ong, 49, is Chairman of the Nominations and Remuneration Committee (appointed on 30 September 2022). She 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 CornuChristophe Cornu, 59, was appointed on 7 May 2013 and is an independent Director. With effect from 1 July 2018 Mr Cornu became CEO of Nestlé France SA, having previously served as CEO of Nestlé Suisse SA and been Chief Commercial Officer for Nestlé Nespresso SA. Mr Cornu is a marketing leader with a track record of developing major brands and breakthrough concepts. He is consumer focused, with a complete view from brand purpose development through to marketing execution and provides valuable insight and challenge on brand and marketing related issues.
Julie GilhartJulie Gilhart, 65, was appointed on 1 December 2014 and is an independent Director. She is Chief Development Officer of Tomorrow Ltd and President of Tomorrow Projects where she champions and fosters the power of entrepreneurial creativity within the global fashion industry. In 2011 she founded Julie Gilhart Consulting, Inc, to connect and grow fashion brands with a desire to have a positive impact, before merging her company with Tomorrow Ltd in 2019. Prior to establishing her own company, Ms Gilhart was the Senior VP Fashion Director at Barneys New York for 18 years where she identified and brought up-and-coming designers into the store, playing a role in building their businesses worldwide. She serves as a member on the Boards of Parsons-New School, Tomorrow London Ltd and serves as an adviser to Global Fashion Agenda and Business of Fashion’s Rewiring Group, as well as a jury member for multiple prizes including the LVMH Prize. She is a respected leader within the fashion sector and is known as a pioneer of sustainability and the circular economy, with a history of finding talent and advising and developing growth of businesses. Her expertise relates to the emerging customer, social trends and adaptation of business models to future requirements including focus on sustainability through advising companies how to incorporate sustainable practices as a core component of their operations.
Godfrey DavisGodfrey Davis FCA, 74, 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 ResponsibilityThe 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 CommitteeThe Nominations and Remuneration Committee is chaired by a Non-Executive Director, 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 CommitteeThe Audit Committee is chaired by Mr Steven Grapstein. The other members of the Committee are Mr Christophe Cornu and Ms Julie Gilhart (appointed on 30 September 2022 to replace Mr Chris Roberts). 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.