Corporate governance report Composition, Dear Shareholder The Covid-19 crisis has underlined the importance of succession and a talented, commiThroughout the crisis both my Executive and Non-tted and cohesive leadership team. Executive colleagues have risen to the new challenges, with evaluation creativity, sheer hard work and good judgement. I thankthem all for theit and support over the pastr commitmen year, and particularly to my Non-Executive colleagues for Nominations Committee reportcommitting additional time in this busy year for all their other commitments, alongside the ever-increasing demands of regular Board and Committee business. When we appointa Non-Executive Director (NED) to the Board we always assess their other commitments to ensure that they have sufficient time to dedicate to Dunelm, including during periods of unanticipated additional activity. BOARD SUCCESSION We are a cohesive, engaged Board and have endeavoured to manage our succession plan to ensure we have the appropriate and diverse range of skills needed to deliver our Andy Harrison strategy for the benefit of our stakeholders. We also take care Chair of Nominations to ensure that all new members of our Board are aligned to Committee our purpose and culture, and share our values, whatever their skills and background. Nominations Committee membership In recent years, we have been strengthening our Board; primarily to support our ambitious growth plans and mindful The Directors who served on the Committee during the of best governance practices. In September 2020 William year and their attendance is set out below: Reeve, who already chaired the Remuneration Committee, Meetings was appointed Senior Independent Director. Ian Bull Member From To attended continues to chair our Audit and Risk Committee very well. Andy Harrison 1 September 2014 To date 4/4 (Chair) The rapid growth of our digital operations over the last Sir Will Adderley 17 February 2011 To date 4/4 few years has bought new challenges for our international Ian Bull 10 July 2019 To date 4/4 fulfilment capability. This stimulated us to add a relevant To date NED with leadership experience in this area. In February William Reeve 1 July 2015 4/4 2021, we were delighted to welcome Arja Taaveniku, who Peter Ruis 10 September 2015 To date 4/4 has a background in international home retail businesses, Marion Sears 18 January 2005 To date 4/4 with specific expertise in the strategic and operational Arja Taaveniku1 15 February 2021 To date 1/1 development of customer value propositions and product Paula Vennells2 4 September 201925 April 2021 3/3 range development, and supply chain management, 1. Arja Taaven alongside environmental, social and governance (ESG) iku was appointed to the Board during the financial year, initiatives. and joined the Nominations Committee on appointment. 2. Paula Vennells stepped down fromthe Board on 25 April 2021. Additionally, as our digital participation grows we decided The Company Secretary acts as secretary to the Committee. Additionally,that we would like to add more NED experience of large scale the independent consultant referred to below under ‘Succession and Talent’digital commerce, including cyber security and multichannel and the People and Stores Director attended two Board discussions on supply chains. I was delighted to announce that Vijay Talwar succession and talent management in the business. No Director attendedwill be joining the Board on 1 October 2021. Vijay will help that part of a meeting during which his or her own position was discussed. us to broaden our digital business discussions, enhance our ability to navigate the growing importance of cyber security as our digital business accelerates, and address the increasing regulation around audit, risk governance and reporting. I look forward to working with him in the coming years. Paula Vennells stepped down from the Board in April 2021, and we thank Paula for her contribution. We have the required number of independent Directors on the Board, and the minimum number of female Directors required by the Corporate Governance Code and the majority of our shareholders and their representatives. However with 30% of our Board being female from October 2021, we will no longer meet the gender balance requirements of all proxy agencies and therefore we have started to look for an additional female Director to ensure that we meet their requirements. 120 DUNELM GROUP PLCANNUAL REPORT & ACCOUNTS 2021