Investors

Corporate Governance

Balance of our Board
According to the UK Corporate Governance Code 2024 (the "Code"), at least 50 percent of the Board, excluding the Chair, should consist of independent non-executive directors, such that no individual or group of individuals dominates the Board’s decision-making. As of the 2024 Annual General Meeting, the Company currently has eight Directors (with an Alternate appointed in case on non-availability of the Chair). Four of the directors are Non-Executives, all of whom are considered by the Board to be independent. The Executive Directors are Boris Ivesha, President & Chief Executive Officer; Daniel Kos, Chief Financial Officer; and Greg Hegarty, Co-Chief Executive Officer. (To read Director biographies, see "Our Board").

Board responsibilities
The Board has responsibility for the Group's strategic and financial policies and for promoting the long-term sustainable success of the Group, generating value for shareholders and contributing to wider society in which the Group operates in line with its social responsibility policies.

The Board meets regularly and each of the Directors has access to the advice and services of the Chief Corporate and Legal Officer as well as the ability to gain access to external independent advice if required. The Board also maintains a proactive relationship with shareholders and the wider investment community in order to inform its decisions.

Strategy. Define and set long-term objectives ensuring the necessary resources are available for the business to develop and grow in a sustainable way.
Performance. Regularly review the performance of the Group in light of its business strategy, objectives, business plans and budgets, and ensure that any necessary corrective action is taken.
Governance. Oversee resourcing, ensuring the tools are available for management and the Group as a whole to meet its objectives and measure performance against them. Ensure workforce policies and practices are both ethical and consistent with the Company’s values and long-term objectives, management is capable and effective and sound planning is in place. Monitor the effectiveness of internal controls, risk management policies and compliance with all statutory and regulatory obligations across our multi-jurisdictional portfolio.
ESG. Set targets for carbon reduction and other key environmental KPIs, aim for carbon Net Zero. Culture. Promote a guest-focused culture, valuing integrity, transparency and respect. Working as a company building opportunities for career progression and personal growth for team members through training, development, a service mentality and ensuring our team members feel valued and empowered to succeed. Approve strategic objective and monitor progress towards agreed targets.
Culture. Promote a guest-focused culture, valuing integrity, transparency and respect. Working as a company building opportunities for career progression and personal growth for team members through training, development, a service mentality and ensuring our team members feel valued and empowered to succeed. 
Sustainability. Regularly review business strategy to ensure that it remains appropriate for any cyclical and structural changes in the industry. Manage risk and regularly assess the adequacy and effectiveness of mitigation measures, oversee controls and ensure commercial strategy is modelled for resilience and challenging market conditions. Embed a culture that rewards personal, and team performance aligned to our strategic and financial objectives to maintain and attract top talent.
Stakeholder communications. Build and maintain successful relationships with a wide range of stakeholders, created on trust, transparency and mutual respect. Understand what matters to key stakeholders. Ensure an open discussion on objectives and constructive dialogue with all stakeholder groups.

Board succession planning programme & annual elections
The entire Board retires and stands for re-election annually at the Annual General Meeting. Any newly appointed Director will sit as a Director until the next Annual General Meeting. At such time, upon recommendation of the Board and Nomination Committee, they will be proposed for election to the shareholders.

The Nomination Committee, together with the full Board of Directors, takes care to ensure all appointments are considered in light of the Company’s Board Diversity and Inclusion Policy, the recommendation of the Code and the views of its shareholders.

Succession planning
The Nomination Committee oversees the succession planning programme, identifies candidates for Board and Executive positions and ensures the talent pipeline is well developed for tomorrow’s leadership. Appointments to the Board follow a formal, rigorous and transparent process. The succession planning programme, Committee and Board composition, gender balance and other matters are regularly discussed and reviewed by the Nomination Committee and the Board.



Board Committees

In accordance with the Code, the Company has established the following committees in order to carry out work on behalf of the Board:

• Audit Committee
• Remuneration Committee
• Nomination Committee

Further, in line with investor priorities, and to ensure good governance, the Company has established the following Committee
• ESG Committee

Nominations Committee

Remuneration Committee.
Develops, Plans, Evaluates, Nominates Values, Culture, Talent Proposition

• Oversees current needs and evaluates, plans for the future monitors, advises, nominates candidates.
• Ensures the Board has a balance of skills, knowledge, diversity and experience.
• Board and Committee composition
• Board nominations
• Succession planning for Directors
• Succession planning for senior management.

• Oversees alignment of remuneration and workforce policies to the long-term success of the Company and its values.
• Responsible for Remuneration Policy and for setting salary and bonus levels for senior management and employee benefit structures.
• Remuneration Policy
• Sets targets and incentive schemes
• Executive Leadership Team and senior management remuneration review
   
Audit Committee ESG Committee
Transparency, Accuracy, Monitors, Aligns Future Plans, Safeguards, Sustains

• Oversees risk management, internal controls, audit functions and financial systems.
• Monitors the integrity of the Group’s financial statements and internal controls of the Company.
• Monitors and reviews the integrity of the Group’s half-year and full-year financial results, and the financial reporting process
• Oversees risk management and reviews the effectiveness of the Group’s systems of internal controls and risks
• Oversees ethics and compliance for the Company
• Reviews and oversees the Group’s internal and external and external audit functions 

• Oversees the approach to sustainability and adding value for our people, our places and our planet.
• Responsible for reviewing the TCFD report, and proposing strategy and targets to the Board
• TCFD reporting
• Oversees the Group’s environmental and social impact
• Sustainability and ethics
• Liaising with ESG specialists/ consultants 

Audit Committee

The Audit Committee comprises Stephanie Coxon (Chair), Ken Bradley, Marcia Bakker and Nigel Keen. The Audit Committee assists the Board: (i) in observing its responsibility for ensuring that the Group's financial systems provide accurate and up-to-date information on its financial position and that the published consolidated financial statements represent a true and fair reflection of this position; and (ii) ensuring the objectivity of the Company’s external auditor. It also assists the Board in ensuring that appropriate accounting policies, internal financial controls and compliance procedures are in place. The Audit Committee receives and reviews information from the Chief Financial Officer, the Company Secretary, the internal auditor and the external auditors regularly throughout the year.

The Audit Committee is comprised entirely of independent Non-Executive Directors, each having relevant skills and experience as prescribed by the Code and each bringing an independent mind-set to their role. The Committee as a whole has the competence relevant to the sectors in which the Company operates and the Chair, among others within the membership have recent and relevant financial experience.

Ms. Coxon is a chartered accountant, with over 15 years of capital market expertise. She is a former capital markets director for a pre-eminent global Accountancy and Consulting firm. Mr. Keen has 30 years’ property experience with leading blue-chip companies and an established track record as a Non-Executive Director with other FTSE 250 Companies including as chair of a remunerations committee. Mr. Bradley brings a wealth of recent banking (as well as general financial and managerial) experience. Ms. Bakker is a Certified Public Accountant with over 20 years of experience in audit, finance, executive search and leadership advisory.

Download the Audit Committee Terms of Reference


Remuneration Committee

The Remuneration Committee comprises Nigel Keen (Chairman), Ken Bradley, Marcia Bakker, and Stephanie Coxon. The Code requires that before appointment as chair of the remuneration committee, the appointee should have served on a remuneration committee for at least 12 months. The Company considers that Mr. Keen has satisfied this requirement. The Remuneration Committee advises the Board on the Group’s overall remuneration policy and meets as and when required. The Remuneration Committee also determines, on behalf of the Board, the remuneration packages of the executive Directors, senior management and other employee benefit structures. The Remuneration committee leads on the oversight of workforce policies and ensuring remuneration is appropriate to attract and retain talent. The Board determines the remuneration of the Non-Executive Directors.

Download the Remuneration Committee Terms of Reference

Nomination Committee

The Nomination Committee comprises a majority of independent Non-Executive Directors who have no personal financial interest in the matters to be decided, other than as a shareholder (where applicable). The Committee is chaired by Ken Bradley. Its other members are Marcia Bakker, Nigel Keen and Stephanie Coxon. The Board considers that the work and composition of the Nomination Committee complies with the requirements of the Code. At any time that the Nomination Committee recommends a director for appointment, it only makes such recommendation after undertaking a formal, rigorous and transparent process.

Nomination Committee at work: recommending directors for appointment
When considering directors for appointment, the Nomination Committee looks to candidates who the Directors believe will help to steer the Company into the next phase of achievement. In doing so, the focus is on finding candidates who exhibit the experience and skillset which complement the Board’s existing diversity of skills and experience taking great care to ensure they have skills and experience that are highly relevant to the Company’s operations, purpose, strategy and values. When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board, the Board’s Nomination Committee considers candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the Board.

The Nomination Committee is responsible for reviewing the capabilities, talents, diversity and development strategy at the most senior levels of the business and overseeing the development of a diverse pipeline for succession.

Download the Nomination Committee Terms of Reference


Board Diversity
PPHE is committed to a merit-based system for both its Board composition as well as talent recruitment for the Group in order to promote a diverse and inclusive culture which encompasses multiple perspectives. The Board maintains a diversity policy, which is considered for all Board and senior management appointments and succession plans. Furthermore, the Board Diversity Policy is reviewed annually by the full Board.

Our Board at all times consists of talented and committed individuals whose business experience, geography, age, gender, and ethnicity are varied. Diversity at all levels, including at the strategic and oversight level, is key to ensuring the Company is not at risk of group think and monotone decision-making.

Any search firm engaged to assist the Nomination Committee in identifying candidates for appointment to the Board is also specifically directed to include diverse candidates generally and the Nomination Committee endeavours to engage search firms who have signed up to the Voluntary Code of Conduct for Executive Search Firms.

See our Board Diversity Policy for more information


Annual Board Assessment
The Nomination Committee annually assesses the expertise, experience, skills and backgrounds of the current Directors, including the extent to which the current composition of the Board is appropriately diverse.

The Board has a breadth of experience relevant to the Company, and the Directors believe that any changes to the Board's composition can be managed without undue disruption (with the support of the work of the Nomination Committee as set out above).

Director Induction

Following any new appointment to the Board, the new Director is provided with a tailored induction programme to familiarise them with the Company’s strategic aims, purpose, operations, regulatory climate, stakeholders, director's duties and governance practices.

Board Materials

The Board considers agenda items laid out in the Notices of Board Meeting and Agendas which are formally circulated to the Board in advance of board meetings as part of the board papers and therefore Directors may request any agenda items to be added that they consider appropriate for discussion.

Chairing of Meetings

Our Chairman chairs our meetings. In instances where the Chairman is not present, the Deputy Chairman will chair the meeting. Each Director is required to inform the Board of any potential or actual conflicts of interest prior to discussion.

Roles & Responsibilities

The Board has set and approved the division of responsibilities between the Non-Executive Chairman and the President & Chief Executive Officer, the Co-Chief Executive Officer and Senior Independent Director.

 

 Title  Role  Responsibilities
Non-Executive Chairman,
Ken Bradley
  • Ensures that the appropriate governance structure is in place and that the functioning of the Board of Directors is effective;
  • Liaises with the Executive Leadership Team and key management positions to ensure that the Board is well equipped to perform its duties and effectively carry out its functions;
  • Provides independent oversight and scrutiny as required by Provision 10 of the Code;
  • As Chair of the ESG Committee and Nomination Committees, he is responsible for ensuring the appropriate governance structure and functioning of the Board, as well as conducting the annual Board effectiveness evaluation.
  • Ensuring that the views of key stakeholders are communicated to the Board;
  • Regular contact with the Company’s Executive Leadership Team and relevant function heads.
  • Oversees Corporate Governance for the Board and ensures appropriate and tailored standards are in force to comply with the Code;
  • As Chair of the Nomination Committee, monitoring the induction programme in place for new Directors as they are appointed;
  • Promoting a culture of openness and debate.;
  • Ensures the Directors are receiving and have access to clear and timely information as needed to make key decisions;
  • Oversees annual Board and Committee evaluations and puts in place a plan to act on the results of the evaluation;
  • Consulting with Remuneration Committee about executive remuneration;
  • Acting as designated Non-Executive Director for workforce engagement;
  • Communicating with key stakeholders and independent shareholder groups, with the support of the Chief Corporate & Legal Officer.
Senior Independent Director, Nigel Keen It is the duty of the Senior Independent Director to lead the Non-Executive Directors in their oversight and scrutiny roles and provide support and encouragement to them. He must also provide a sounding board for the Chairman and serve as an intermediary for the other Directors and shareholders. Reviews the effectiveness of the Chair and Non-Executive Deputy Chair.
  • Shareholder engagement, including providing a channel for shareholder feedback on executives and governance issues in the Company;
  • Support of the Chairman in delivering strategic leadership of the Board;
  • Evaluating the effectiveness of the Chairman on behalf of the other Directors;
  • Support annual Board evaluation;
  • Challenging the Board where relevant to help in developing proposals on strategy and objectives;
  • As Chair of the Remuneration Committee ensures, with the Deputy Chairman and the members of the Remuneration Committee, that there is a clear relationship between remuneration and performance, measured with clear reference to the long-term success of the Company;
  • Challenging the Board where relevant to help in developing proposals on strategy and objectives;
  • Taking the lead in identifying and providing for the development needs of the Non-Executive Directors to enhance the overall effectiveness of the Board;
  • As Chair of the Remuneration Committee, is responsible for ensuring that all remuneration proposals are put before the Committee for approval, and placed on the agenda of the next general meeting for an advisory vote by shareholders;
  • Owns the Remuneration Policy, which is kept updated, and subject to a shareholder vote once every three years.
President & Chief Executive Officer,
Boris Ivesha		 It is the duty of the President & Chief Executive Officer to conduct
day-to-day management of the Group and the implementation of the Board’s strategy and policy on the Board’s behalf. The President & Chief  Executive Officer provides the executive leadership the business needs. He is assisted by the C-Suite, comprising the Chief Financial Officer and the Chief Corporate & Legal Officer. Additionally, the Executive Leadership Team supports this role and is accountable to it.

Responsibilities are shared between the President & Chief Executive Officer and the Co-Chief Executive Officer.
  • Leading and managing the business
  • Implementing the strategy and reports on proposed direction;
  • Overseeing the senior management and the talent pipeline;

  • Appraising the performance of each member of the team, seeking out training, development and resources where needed for the Executive Leadership Team and management function heads;

  • Carrying out the strategy of the Company and implementing successful approaches to operate in line with the strategy, values and purpose of the Company

  • Formulating remuneration proposals and working with the Remuneration Committee where appropriate

  • Running the business and being the key decision maker on day-to-day company business.
Co-Chief Executive Officer,
Greg Hegarty
 The Co-Chief Executive Officer shares the responsibilities of the President and Chief Executive Officer and is responsible for the management of the Group and the implementation of the Board strategy and policy on the Board’s behalf. In discharging his responsibilities, the Co-Chief Executive Officer is advised and assisted by the Executive Leadership Team and key management functions.

Responsibilities are shared between the President & Chief Executive Officer and the Co-Chief Executive Officer.
  
  • Leading and managing the business
  • Implementing the strategy and reports on proposed direction;
  • Overseeing the senior management and the talent pipeline;

  • Appraising the performance of each member of the team, seeking out training, development and resources where needed for the Executive Leadership Team and management function heads;

  • Carrying out the strategy of the Company and implementing successful approaches to operate in line with the strategy, values and purpose of the Company

  • Formulating remuneration proposals and working with the Remuneration Committee where appropriate

  • Running the business and being the key decision maker on day-to-day company business.

Director's Duties

The Directors have adopted a set of reserved powers, which establish the key purpose of the Board and detail its major duties.

These duties cover the following areas of responsibility:
• statutory obligations and public disclosure;
• strategic matters and financial reporting;
• oversight of management and personnel matters;
• risk assessment and management, including reporting;
• monitoring, governance and control; and
• other matters having material effects on the Company.

These reserved powers of the Board have been adopted by the Directors to clearly demonstrate the seriousness with which the Board takes its fiduciary responsibilities and as an ongoing means of measuring and monitoring the effectiveness of its actions.

External Appointments & Overboarding

Non-Executive Directors must seek Board approval before undertaking any additional appointment with companies outside the Group. Further, Executive Directors may not accept external directorships and retain any fees earned from those directorships without prior discussion with the Chief Executive Officer and always provided this does not lead to any conflicts of interest and that they do not hold more than one non-executive directorship in a FTSE100 company nor the chairmanship of such company. In the case of the Chief Executive Officer, prior discussion will need to be held with the Chairman. The ability of the Director to devote sufficient time to discharge their Board responsibilities is always taken into consideration when deciding whether they may accept an external appointment. As a means of ensuring the Board members are acting free from personal conflict of interest, the annual board assessment also reviews the independence of its members, taking into consideration their positions and shareholding in other companies.

Director's indemnities and Protections

The Company has arranged appropriate insurance cover in respect of legal action against Directors and senior managers of companies within the Group. In addition, the articles of incorporation of the Company permit the Directors and officers of the Company to be indemnified in respect of liabilities incurred as a result of their office (D&O insurance).

Senior Independent Director

As recommended by the Code, the Board has appointed Nigel Keen as the Senior Independent Director to: (i) provide a sounding board for the Chairman; (ii) serve as an intermediary for the other Directors and shareholders when necessary; and (iii) annually appraise the performance of the Chairman with the Non-Executive Directors.

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