SHAREHOLDER ENGAGEMENT IN MORE DETAIL MANAGING CONFLICTS OF INTEREST AND The Board, as a whole, is able to obtain a clear understanding RELATED-PARTY MATTERS of the views of Dunelm shareholders through various meansof The Companies Act 2006 allows the Board of a public engagement and feedback channels: company to authorise conflicts and potential conflicts • The Chief Executive Officer and the Chief Financial Officer of interest of individual Directors where the Articles of report back to the Board after the investor roadshows. Association contain a provision to that effect. The Company’s • The Group’s brokers and financial PR advisers also provide Articles of Association give the Board this authority subject to a written feedback report after the full-year and half-year the following safeguards: results announcements and investor roadshows to inform the • Directors who have an interest in matters under discussion Board about investor views, and in addition Non-Executive at a Board meeting must declare that interest and abstain Directors attend a selection of investor presentations. from voting. • Our Chair and Committee Chairs are available to • Only Directors who have no interest in the matter being shareholders and respond on matters relating to their considered are able to approve a conflict of interest and, responsibilities where requested. in taking that decision, the Directors must act in a way they • Corporate Governance meetings with our major consider, in good faith, would be most likely to promote the institutional shareholders, attended by the Deputy success of the Company. Chairman, Sir Will Adderley, the Non-Executive Directors • The Directors are able to impose limits or conditions when and Company Secretary. All Directors will be available at giving authorisation if they feel this is appropriate. the Annual General Meeting to meet with shareholders and answer their questions. All Directors are required to disclose any actual or potential • The Company Secretary reviews corporate governance conflicts to the Board and the following existing matters have guidelines prepared by our major institutional investors been considered and approved: and their representatives and proxy advisers, and attends • Sir Will Adderley is a major shareholder and connected to updates from professional advisers summarising shareholder other major shareholders. Authorised on the basis that expectations and voting actions. A summary of recent Sir Will continues to abide by the terms of the Relationship developments is provided to the Board at each meeting, Agreement entered into between himself, other major • Attendance and voting at the AGM. shareholders and the Company on flotation of the Company in 2006. Feedback received is considered in relation to our strategy, • Marion Sears is a Director of WA Capital Limited, a private capital and dividend policy, and governance priorities. limited company established by Sir Will Adderley to act as a For example, feedback received at investor roadshows in long-term holding company for his beneficial interest in the September 2020 was considered in respect of the decision Company and various other investments. Authorised on the to repay funds received from the Job Retention Scheme; basis that WA Capital Limited is party to the Relationship and the latest approach to executive pay was considered Agreement referred to above. by the Remuneration Committee when setting Board pay. Shareholder priorities have also influenced the Board’s approach to climate change and diversity and inclusion. Any actual or potential conflicts are considered by the Board and any authorisations given are recorded in the We last held our regular Corporate Governance meeting Board minutes and reviewed annually by the Board. in January 2020. This gives the corporate governance Conflicts that have been disclosed are reviewed annually representatives of our shareholders an opportunity to discuss by the Board. a range of governance topics with the Chairman, Deputy Chairman, Non-Executive Directors and the Company The Board also takes action to ensure that the influence Secretary. Attendees have told us that they find it a useful way of third parties does not compromise or override the to exchange views, and we agreed that the ideal frequency independentjudgement of the Board. Should Directors for these meetings is once every two years. Matters typically have any concerns about the operation of the Board or discussed include: overview of our purpose, strategy, shared Dunelm management that cannot be resolved, these can values and culture; our corporate governance approach; be recorded in Board minutes. If upon resignation, any how we are engaging with stakeholders; Board composition Non-Executive Director had concerns of this nature, they and succession planning; the work of the Audit and Risk may provide a written statement to the Chair for circulation. Committee, Remuneration Committee, and Nominations Committee; and an overview of our sustainability focus areas The Board considers that its procedures to approve and progress. We are planning to hold another meeting in conflicts of interest, potential conflicts of interest and to January 2022. provide a communications channel for any non-resolved concerns are in place and operating effectively. COPIES OF OUR ANNUAL GOVERNANCE PRESENTATIONS ARE AVAILABLE IN THE ‘REPORTS AND PRESENTATIONS’ SECTION OF OUR WEBSITE, CORPORATE.DUNELM.COM DUNELM GROUP PLC ANNUAL REPORT & ACCOUNTS 2021 113 GOVERNANCESTRATEGIC REPORT FINANCIAL STATEMENTSOTHER INFORMATION