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In accordance with 2016 UK Corporate Governance Code (the "Code"), the Board is responsible for undertaking a formal and rigorous annual evaluation of its own performance and that of its Committees and individual Directors.

A formal and rigorous Board effectiveness review is conducted on an annual basis. This includes an assessment of the effectiveness of the Board, its Committees and individual Directors.

In FY18 the process was facilitated externally by the Board, with the assistance of Oliver Ziehn of Lintstock. Neither, Mr Ziehn nor Lintstock has any other connection with the Company. This external review satisfied the Code's recommendation that an external review should be undertaken externally at least every third year, the previous one was undertaken in 2015.

Progress on FY18 evaluation (external review)

In FY18 an external review was carried out by Lintstock, the findings were reported in the 2018 Annual Report. Details of progress made on these areas are set out below:

Supporting new Board members Strategy review Understanding the business Board composition and succession planning
FY18 outcomes Keith Williams‘ main priority in his first year as Chairman, together with the Board should be to support Graham Stapleton as Chief Executive Officer. Supporting the new Chief Executive Officer, Graham Stapleton, with the strategic review. Understanding the business, markets and stakeholders. Completing recruitment and addressing talent and succession.
Progress made in FY19 Keith and the Non-Executive Directors have assisted Graham throughout the period, which has been his first as the Chief Executive Officer of a FTSE Listed PLC. In particular, Keith and the Board have supported him in undertaking a thorough review of all areas of the business and then using this review to identify transformational opportunities. This review involved an assessment of the Group’s current organisational structure as well as the researching of new markets and different trading activities, which will provide growth going forward. During the period, Keith and the Non-Executive Directors have supported Graham, in setting the new Strategy (and supporting business plan) for the next three years. The previous strategy ‘Moving Up a Gear’ was a three-year programme introduced by Graham’s predecessor which ended in October 2018. This was replaced by the new strategy which aims to ‘Inspire and Support a lifetime of Motoring and Cycling’. The new Strategy was presented to analysts and investors at a Capital Markets Day held in London on 27 September 2018. As part of the preparations for the launch of the new Strategy, a comprehensive ‘discovery phase’ was undertaken. This involved a detailed review of all parts of the business and included in depth analysis of markets in which the Group operates. This enabled the business to fully understand:
  • its strengths,
  • its market differentiators; and
  • its opportunities for future growth.

The period has seen significant changes in both the Board of Directors and the executive leadership team. This started with the appointment of the new Chairman which took effect immediately following last year’s AGM and then continued with the appointments of Loraine Woodhouse who joined in October as Chief Financial Officer and Jill Caseberry who became Chair of the Remuneration Committee in March 2019. In addition, the Chief Executive Officer has made some significant changes to the executive management team.

Investment into identifying and then recruiting, the best available talent to deliver the new Strategy will continue during FY20.

FY19 Board Performance Evaluation (internal review)

In FY19, an internal review was carried out and the process was completed as follows:

1

  • Identify and agree questions with the Chairman and the Senior Independent Director.

2

  • Circulate the review to all Directors.

3

  • Receive and collate responses in a report to the Chairman and the Senior Independent Director;
  • Identify areas for action; and
  • Present the report to the Board.

FY19 findings

The findings identified by the FY19 review are as follows:

Newly established Board Delivery of the strategy Response to regulatory changes
FY19 findings There have been significant changes during the period starting with the appointment of Keith Williams the new Chair, followed in October by Loraine Woodhouse joining as the new Chief Financial Officer and in March by Jill Caseberry as Chair of the Remuneration Committee. Given these new appointments, the Directors felt that it was too early to evaluate the Board’s performance as a whole and therefore their responses focused instead on the need take the correct steps to ensure that the Board is fully integrated with the business and so becomes as effective as possible during the coming year. Achieving this is regarded as being of particular importance in relation to the delivery of the new Strategy. The new Strategy is intended to be transformational so that the business is in the best possible place to thrive in future years. The Board recognises that the Group has to differentiate itself from purely online retailers and therefore the continued growth of the services business is of particular importance. The Board is fully aware that the way the Strategy is the executed will be crucial and so will ensure that all investment choices will be rigorously assessed. The Board has identified that their ongoing training will be particularly important this year. This is especially so given the significant changes in the regulatory landscape for strategically important new areas (such as the provision of financial services to customers) and also in regard to the impact of the new UK Corporate Governance Code. The Board intends that regular updates and training will be provided to it throughout the year.