We would like to reassure shareholders that: ADVICE AND INSURANCE • Shares bought back by the Company would be held in All Directors have access to the advice and services of the treasury and used only to satisfy share option entitlements, Company Secretary. In addition, Directors may seek legal and not cancelled. advice at the Group’s expense if they consider it necessary in • Since 2012, Sir Will Adderley no longer participates in connection with their duties. The Group purchases Directors’ the Long-Term Incentive Plan or any other share-based and Officers’ liability insurance cover for its Directors. incentive plan, and therefore his shareholding will not increase through that mechanism. ARTICLES OF ASSOCIATION • Since flotation of the Company in 2006, the Adderley family The Company’s Articles of Association may only be amended has reduced its holding (from 67% to 42.6% currently). by a special resolution of shareholders. • There has been a Relationship Agreement in place since INDUCTION AND TRAINING flotation which provides safeguards to other shareholders – Upon joining the Board, any new Director is offered a for details please see the Directors’ Report on page 172. comprehensive and tailored induction programme with visits We therefore request that shareholders take into account our to key sites and meetings with senior managers and other specific circumstances when making their voting decision colleagues. in relation to the waiver resolution, and we hope that The Company Secretary reports to the Board at each meeting shareholders will support the Board’s recommendation. on new legal, regulatory and governance developments The Board has reviewed whether our policy to purchase that affect the Group and actions are agreed where needed. shares in the market to satisfy share option entitlements( Directors attend seminars provided by independent as organisations which cover a wide range of governance topics. opposed to issuing shares) is still appropriate; we believe that As part of the annual Board evaluation, any additional training it is in the interests of our shareholder base as a whole as it or development needs are addressed by the Chairman with avoids dilution of shareholdings, and it is supported by the each Director. Please see the Directors’ biographies on pages majority of our institutional shareholders. We would like to 96 to 99 for details of the specific skills and experience of each reiterate that shares bought back by the Company will be held Director. Please see the Nominations Committee report for in treasury and used only to satisfy share option entitlements, more insight into the induction of Arja Taaveniku. and not cancelled. The Company did not purchase any of its own shares during the financial year. See page 37 for an overview of our capital and dividend policy. DUNELM GROUP PLC ANNUAL REPORT & ACCOUNTS 2021 119 GOVERNANCESTRATEGIC REPORT FINANCIAL STATEMENTSOTHER INFORMATION