Governance
Committed to maintaining high governance standards across the group, our brands, and partners, we at Unbound recognise these to be fundamental for successful long-term performance, sustaining the group through an evolving market and regulatory environment.
The Unbound Board sees corporate governance as an integral part of its business strategy. By putting in place an appropriate governance framework, the Board has clearly set out the standards that it expects and has promoted a culture of accountability, transparency and ‘speaking up’ that applies across its brands. This, in turn, provides a foundation for building shareholder and stakeholder confidence in the company.
Unbound’s compliance with good corporate governance is overseen by the Board and the Board Committees, who provide effective stewardship of the company.
Board of Directors
See more information on our Board of Directors
Director roles and responsibilities
Here you will find a description of the roles and responsibilities of the various Board members and details of any committees of the Board and the responsibilities of those committees
Audit and Risk Committee
The Audit and Risk Committee is chaired by Alastair Miller, who is considered independent, and includes Baroness Kate Rock.
The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits, the internal controls environment – including reviewing and monitoring the integrity of the Group’s annual and interim financial statements. They also review and monitor the extent of the non-audit work undertaken by the external auditor, oversee the Group’s relationship with its external auditor and assess the effectiveness of the external audit process and the Group’s internal control review function.
The Audit and Risk Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits, the internal controls environment, including reviewing and monitoring the integrity of the Group’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by the external auditor, overseeing the Group’s relationship with its external auditor, reviewing the effectiveness of the external audit process and reviewing the effectiveness of the Group’s internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remains with the Board.
The Audit and Risk Committee also advises the Board on the appointment of the external auditor and on its remuneration for both audit and non-audit work, as well as discussing the nature, scope and results of the audit with the external auditor.
The Audit and Risk Committee will take appropriate steps to ensure that the auditors are independent of the Company and will obtain written confirmation from the auditors that they comply with guidelines on independence issued by the relevant accountancy and auditing bodies.
The Audit and Risk Committee will continually assess and monitor the needs for an internal audit function in the Company.
Appointments to the Audit and Risk Committee will be made by the Board. Appointments to the Audit and Risk Committee will be for a period of up to three years and may be extended for further two periods of up to three years each, provided the Director whose appointment is being considered still meets the criteria for membership.
The Audit and Risk Committee will give due consideration to laws and regulations, the provisions of the QCA Corporate Governance Code and the requirements of the AIM Rules.
The Board has chosen to adopt the QCA Corporate Governance Code
Further details can be found in the Chairman’s Corporate Governance Statement
Remuneration Committee
The Remuneration Committee will be chaired by Baroness Kate Rock who is considered independent and includes Alastair Miller. The Remuneration Committee aim to meet at least annually.
The Remuneration Committee will assist the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, setting the over‑arching principles, parameters and governance framework of the Group’s remuneration policy and determining the individual remuneration and benefits package of each of the Directors. The Remuneration Committee will also ensure compliance with the QCA Corporate Governance Code in relation to remuneration wherever possible.
Appointments to the Remuneration Committee will be made by the Board for a period of up to three years, which may be extended for further two three-year periods, provided the Director whose appointment is being considered still meets the criteria for membership.
Nomination Committee
The Nomination Committee is chaired by Neil Johnson and its other members are Baroness Kate Rock and Alastair Miller. The Committee will consider appointments to the Board and is responsible for nominating candidates to fill Board vacancies and for making recommendations on Board composition.
The members of the Nomination Committee shall be appointed by the Board. The Committee shall have at least three members, the majority of whom are independent non-executive directors. The Board shall appoint the chair of the Committee who should be either the chair of the Company or an independent non-executive director. The chair of the Company shall not chair the Committee when it is dealing with the matter of succession to the chair.
Disclosure Committee
The Disclosure Committee will manage the disclosure of insider and price sensitive information and take reasonable steps to establish and maintain adequate procedures in that respect.
The Committee will comprise all the Directors of the Company. The quorum necessary for the transaction of business will be one executive director and one independent non-executive director. In exceptional circumstances, where required by the urgency of the business to be discussed, the minimum quorum shall be any two Committee members, including an independent non-executive director where possible. Members present at each meeting will elect one of their number to chair the meeting.
Modern Slavery Statement
Beaconsfield Footwear Ltd, trading as Hotter, is an Unbound Group PLC company and is an international omni-channel retailer and the UK’s biggest shoe manufacturer.
Hotter wants its customers, colleagues, suppliers, and shareholders to be confident that both the organisation and its supply chain treat their employees fairly, with respect for their human rights, and are taking actions to prevent forced labour and human trafficking within their businesses.
The below statement states the actions taken by the company in the financial year 2021/22 and outlines the actions planned for 2022/23.
Gender Pay Gap Reporting
See our 2021 Gender Pay Gap Report for Hotter Shoes