Governance & regulatory information Division of responsibilities ABOUT OUR BOARD Chairman, and major shareholder) to act as a long-term Board structure holding company for his beneficial interest in the Company The Board has agreed that our optimum Board size is and various other investments. The Dunelm Board has between nine and eleven Directors, with a Chair, four determined that this appointment does not affect her Executives/Non-Independent Directors, and between four judgement as a Director of Dunelm, and that any potential and six independent Non-Executive Directors. We consider conflict ofinterest has been cleared on the basis that this structure gives the right level of independent challenge, WA Capital Limited and Sir Will Adderley are parties to a and mix of backgrounds and skills, and is one that allows for Relationship Agreement (referred to in the section headed effective decision-making. We maintain a clear division of ‘Managing conflicts of interest’) which regulates their responsibilities between the leadership of the Board and the conduct. Marion will put herself forward for reappointment executive leadership of the business. Our current structure at the AGM by shareholders, independent of the Adderley (as at FY21 year-end) is set out in the table opposite. family, as well as a full shareholder vote. Independent Non-Executive Directors Board tenure and diversity As required by the Corporate Governance Code and the Board refreshment is a continued area of focus. Both tenure Listing Rules of the United Kingdom Listing Authority, the and diversity are considered in our succession planning Board considers annually whether all independent Non- and covered in more detail in the report of the Nominations Executive Directors continue to exhibit independence of Committee on pages 120 to 124. character and judgement prior to putting them forward for reappointment at the AGM. This was last considered in Current Board composition and independence September 2021 and we confirmed that Andy Harrison was Member Position Status independent on appointment to the Board and subsequently Andy Harrison Chair Independent as Chairman, andthat Ian Bull, William Reeve, Peter Ruis, and Sir Will Adderley Deputy Chair Executive Director Arja Taaveniku are independent. Nick Wilkinson CEO Executive Director Non-Independent Director Laura Carr CFO Executive Director The Board has treated Marion Sears as a Non-Independent Ian Bull Non-Executive Director Independent Non-Executive Director since September 2015 in view of William Reeve Non-Executive Director Independent her tenure of more than nine years on the Board, and her Peter Ruis Non-Executive Director Independent subsequent appointment asa Director of WA Capital Limited Arja Taaveniku Non-Executive Director Independent in March 2016. WA Capital Limited is a private limited company established by Sir Will Adderley (the Deputy Marion Sears Non-Executive Director Non-Independent BOARD RESPONSIBILITIES THE BOARD AS A WHOLE IS RESPONSIBLE FOR: Purpose, values and strategy Governance Performance • Setting and role modelling our • Instilling and maintaining a culture of • Reviewing progress towards corporate purpose and shared openness, integrity and transparency. strategic and operational goals and values. • Oversight of succession planning the performance of management. • Setting the strategy to deliver our and talent management. • Ensuring that Board balance purpose, and secure the continued • Ensuring that financial and other and committee membership are growth of the Group over the controls and processes for risk appropriate and effective, and fully long term in the interests of our management are in place and compliant with the requirements of shareholders, taking account of working effectively. the Corporate Governance Code. our responsibilities to colleagues, • Setting an effective remuneration customers, the communities in policy. which we operate and the interests of our other stakeholders. • Ensuring that a process for assessing • Ensuring that resources are in place stakeholder balance is embedded in to deliver the strategy. key decision-making and maintaining good relationships with shareholders and all of our stakeholders. 114 DUNELM GROUP PLCANNUAL REPORT & ACCOUNTS 2021