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Corporate governance

Statement of corporate governance arrangements

The Executive Board of Mott MacDonald Group Limited, has formally adopted a corporate governance framework for large private companies, appropriate for our size and purpose, “the Wates Principles” which set out principles on an apply and explain basis for Purpose and Leadership; Board Composition; Director Responsibilities; Opportunity and Risk; Remuneration; and Stakeholder Relationships and Engagement.

This governance framework has been applied throughout the Group and sets out how the Company conducts business across the Group. It captures our values, policies and processes together with clear levels of delegated responsibility aimed at ensuring that our employees and businesses act in a clear, accountable and consistent manner.

Our governance structure is designed to protect the fundamental principles of Mott MacDonald as an employee-owned, private limited company and to create a platform for it to deliver value to employees, shareholders, clients and wider stakeholders.

Mott MacDonald Limited which is a subsidiary of Mott MacDonald Group Limited and which also meets the criteria for adopting and complying with a corporate governance framework, also adopted and adhered fully with the requirements of the Wates Principles framework.

These corporate governance arrangements were adopted with effect from 1st January 2019 by Mott MacDonald Group Limited and Mott MacDonald Limited embracing our existing governance framework, which already contained many of the principles, to satisfy the new legislative requirements under The Companies (Miscellaneous Reporting) Regulations 2018.

Details of the governance arrangements will be set out in the 2019 financial statements of the two companies when they are published later in the year.

Section 172 of the Companies Act 2006

Directors’ duties to promote the long-term success of the Company

The directors of Mott MacDonald Group Limited act, behave and carry out their activities to promote the long-term success of the company and its subsidiaries for the benefit of its shareholders, employees, clients and stakeholders. In doing so they focus on the company and on passing on a stronger, better and more sustainable business to those who follow.

They engage with shareholders, employees, clients and stakeholders to be able to reflect their insights and views when making decisions on strategy and operations; developing plans and initiatives; and committing to deliver positive social outcomes.

In more detail:

The directors maintain regular engagement with employee shareholders, with the purpose of aligning them to the Group’s interests; and keeping them regularly briefed on the Group’s performance, the delivery of its strategy, material initiatives and company news. This enables the Board to keep shareholders informed and seek their views and feedback as part of corporate decision-making. It helps to ensure that the directors act in the best interest of the company, promoting its long-term success in doing so.

The directors deliver a well-structured programme of engagement with employees across the Group to ensure that they are informed of the Group’s strategy, plans and initiatives and kept up to date on its results and drivers of performance. The directors also engage with them to understand their views and ideas on the company’s policies, processes, initiatives and work practices and on behaviours in the workplace.

The directors promote effective engagement with clients and stakeholders to inform them of the company’s strategies, plans and initiatives across the Group and seek feedback on their views. This includes thought leadership and other forms of interactive communication to access views and opinions. The directors filter and evaluate these views and opinions of the company, and of its strategy and activities, and of wider social issues which are relevant to the company and society. This enables them to take these views into account in running the business and to reflect them where appropriate in their decision-making. In doing so, they are more widely informed when acting in the company’s best interest, promoting its long-term success in doing so.

The culture and values promoted by the directors ensures that there is a focus across the Group to observe and maintain the highest standards of business conduct in promoting the long-term success of the company.

The Corporate governance report and Directors' report of Mott MacDonald Group Limited will further highlight how the directors have observed these principles and engaged with shareholders, employees, clients and stakeholders in promoting the long-term success of the company. These will be able to be viewed in the 2019 Mott MacDonald Group Limited Financial Statements on our website when they are published later this year.

Mott MacDonald Limited, a subsidiary of Mott MacDonald Group Limited, meets the criteria to make similar disclosures in this area. The directors of that company have complied in a similar manner as described above with their responsibilities to carry out activities to promote the long-term success of the company for the benefit of its shareholder, employees, clients and stakeholders. The Corporate governance report and Directors' report of Mott MacDonald Limited will further highlight how the directors have observed these principles and engaged with employees, clients and stakeholders to do so. These will be able to be viewed in the 2019 Mott MacDonald Limited Financial Statements (on our website) when they are published later this year.

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