Annual Report 2024

The Report of the Governing Council includes: 

• Energy and carbon reporting
• Statement of corporate governance
• Statement of internal control
• Statement of financial responsibilities
• Additional areas of assurance

Energy and carbon reporting

Introduction

As a large, unquoted company incorporated in the UK, the University has a mandatory obligation under The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 to disclose its UK energy and greenhouse gas emissions.

As a minimum, the University is required to report our UK energy use relating to gas, electricity and transport and associated greenhouse gas emissions. All energy consumed by the University is in the United Kingdom.

The University has chosen to use tonnes of CO2e per total floor area as its intensity ratio (energy performance indicator) to normalise our energy and carbon figures. This is the recommended ratio for the sector and is also used for both the Higher Education Statistics Agency data set and Display Energy Certificates. The University estate consists of academic and student residence buildings. The gross internal area (GIA) of these, 189,545m2 at 31 July 2024, has been used to calculate the intensity ratio.

Period

The annual period covered for the purposes of the streamlined energy & carbon reporting section is the year ending 31 July 2024.

Emission scope

Total Emission Scope Summary

Scope 1 (Direct)

Emissions from activities owned or controlled by the University that release emissions into the atmosphere, for example emissions from combustion in owned or controlled boilers, furnaces, vehicles; emissions from chemical production in owned or controlled process equipment.

Scope 2 (Indirect)

Emissions released into the atmosphere associated with consumption of purchased electricity, heat, steam and cooling. These are indirect emissions that are a consequence of the University’s activities, but which occur at sources not owned or controlled by the Group.

Scope 3 (Indirect)

Emissions that are a consequence of the University’s actions, which occur at sources not owned or controlled by the University and which are not classed as Scope 2 emissions. Examples include business travel by means not owned or controlled by the University (e.g. grey fleet and rental cars).

During the last reporting period, the University broadened the scope of its carbon reporting to include more scope 3 data such as emissions associated with waste, water and our supply chain. This has caused the significant increase seen in the total carbon footprint. Scope 3 emissions associated with staff and student commuting have been excluded due to a lack of available data. Under Streamlined Energy & Carbon Reporting (SECR) it is not mandatory to report rail or air.

Intensity ratio

Year on year comparison for Scope 1 and 2 emissions

*Estimated values were included in the 19/20 Annual Report.

Quantification and reporting methodology

The University has taken guidance from the UK Government Environmental Reporting Guidelines (March 2019), the GHG Reporting Protocol - Corporate Standard, and from the UK Government GHG Conversion Factors for Company Reporting document for calculating carbon emissions. Energy usage information (gas and electricity) has been obtained directly from the University’s energy suppliers and half-hourly (HH), where available, for those supplies with HH meters. Transport mileage data was obtained from expense claims submitted for our company cars and grey fleet. For travel by staff for business purposes in their own vehicles we only hold mileage data, which is split into car and motorcycle. Therefore, we have applied the conversion factor for an average car with an unknown fuel type to calculate the emissions from employee-owned vehicles. Some of our transport emission data is provided to us via third parties as a total carbon emission figure and so it has not been possible to breakdown these figures and convert them into kWh. Our scope 3 emissions are therefore calculated in tonnes of CO2e.

Supply chain emissions are calculated based on spend using the HESCET tool, which was created by the EAUC (The Alliance for Sustainability Leadership in Education), HEPA (Higher Education Procurement Association) and UKUPC (UK Universities Purchasing Consortia) for use by universities. CO2e emissions, including those associated with waste and water, were calculated using the 2024 emission factors from the UK Government GHG conversion information.

Energy efficiency action

Over the past 12 months, the University has taken the following energy efficiency actions:

• Developed heat decarbonisation plans for Kedleston Road, Markeaton Street and Britannia Mill.
• Arranged for consultants to undergo a feasibility assessment of our sites to understand where we can expand our on-site renewable energy production.
• Expanded our roof mounted solar photovoltaic arrays.
• Set up a new staff sustainability engagement scheme which has involved energy saving workshops, switch off communications and energy audits.
• Carried out Christmas and Easter energy switch off campaigns with staff Sustainability Champions.
• Carried out energy audits across our sites.
• Continued replacement of fluorescent tube lighting with more efficient LED lights.

Statement of Corporate Governance

This statement of corporate governance covers the period of the financial statements for the year ended 31 July 2024, and the period up to the date of approval of the audited financial statements.

The establishment of the University of Derby was approved by the Privy Council under the provisions of the Further and Higher Education Act on 14 January 1993. It was subsequently incorporated as a company limited by guarantee on 7 July 1995. The Company Registration number is 03079282. The University became an exempt charity by order of the Privy Council with effect from 30 November 1995 (SI 1995 No 2998). The Office for Students (OfS) is the independent regulator of higher education in England and in October 2018, the University was formally entered in the Register for English higher education providers.

The University is committed to best practice in all aspects of corporate governance. It follows the principles set out in the Committee of University Chairs (CUC) HE Governance Code of Practice and complies with the OfS Public Interest Governance Principles.

The Governing Council (GC) is the Board of Directors of the Company; it also comprises the Members of the Company and the Trustees of the Charity. It observes the highest standards of corporate governance and discharges its duties with due regard for the proper conduct of a business that receives public funds, ensuring regularity and propriety in the use of this funding as articulated below. The powers and framework for governance are set out in the Articles of Association and Ordinances. Following a review of both the Articles and Ordinances by GC and their legal advisors VWV LLP, new Articles and Ordinances were approved by the Directors. A Special Resolution to adopt the new Articles was passed upon receipt of the written agreement of more than 75 per cent of the directors by 9 December 2021. The Charity Commission has approved the new articles which took effect, along with the new Ordinances, on 8 April 2022. The Ordinances have been kept under review since taking effect and further minor amendments, to terms of reference and to update terminology have been made. The updated Ordinances (9^th edition) were approved by the Directors at its meeting on 10 July 2023. In summary, the GC:

• Determines the educational character and academic direction of the University;
• Approves the mission and strategic aims of the University including the strategic framework, and the key indicators of University performance;
• Delegates to, and holds to account, the Vice-Chancellor as Chief Executive, with authority for the academic, corporate, financial, estate and human resource management of the University and to establish and keep under regular review the policies, procedures and limits within which such management functions are undertaken by and under the authority of the Vice-Chancellor;
• Ensures the establishment and monitoring of systems of control and accountability including financial and operational controls, solvency and risk assessment;
• Ensures that processes are in place to monitor and evaluate the performance and effectiveness of the University in each of its major activities against approved targets;
• Is the principal financial and business authority of the University, ensures that proper books of account are kept, approves the annual budget and financial statements, and has overall accountability for the University’s assets, property and estate. GC must ensure that the University is financially sustainable and is using its resources efficiently for the benefit of its students and stakeholders;
• Is the University’s legal authority and, as such, ensures systems are in place for meeting all the University’s legal obligations, including those arising from contracts and other legal commitments made in the University’s name. This includes for health, safety and security and for equality, diversity and inclusion;
• Ensures that systems are in place for securing continued compliance by the University as a provider of higher education with the Office for Students’ (OfS) ongoing conditions of registration and all of the University’s statutory, legal and other regulatory compliance obligations;
• Ensures that there are procedures for handling internal grievance, conflicts of interest, fraud, bribery and corruption; and to ensure that there are procedures by which staff and students can raise matters of concern;
• Establishes processes to monitor and evaluate the performance and effectiveness of the Governing Council itself;
• Conducts its business in accordance with best practice in higher education corporate governance and with the principles of public life drawn up by the Committee of Standards in Public Life;
• Appoints the Chancellor of the University, the Vice-Chancellor as Chief Executive and the Clerk to the Governing Council and puts into place arrangements for monitoring their performance, ensuring that, in relation to the Clerk, there is an appropriate separation of their lines of accountability from any management functions;
• Ensures that all students and staff have opportunities to engage with the governance and management of the University;
• Ensures that there is provision for the appointment, grading, appraisal, remuneration, professional development, welfare, discipline, suspension and dismissal of staff;
• Endeavours to ensure that students benefit from a valuable learning experience, leading to academic awards which are subject to the application of appropriate academic standards;
• Ensures there is a complaints procedure which students may use and procedures which are used in the event of alleged student disciplinary offences;
• Receives assurance that adequate provision has been made for the general welfare of students;
• Ensures that the Students’ Union is accountable for its finances and that it operates in a fair and democratic manner;
• Safeguards the good name and values of the University;
• Promotes a culture which supports equality, diversity and inclusion across the University;
• Maintains and protects the principles of academic freedom and freedom of expression.

Corporate Governance Arrangements

GC met formally five times this year and in addition held two strategic planning events with the University Executive Board (UEB) and the Academic Board. It has several formally constituted committees, each of which has clearly defined, delegated responsibilities, as outlined in the table below.

Members of Governing Council and Directors

The biographical details of the current members of GC can be viewed on the University’s website.

Student and staff representative membership is included in the composition of the GC and all Committees with the exception of the ARC, which comprises independent governors and a student representative member. A full list of GC members can be found on page 24.

To provide further transparency about the business of the GC, minimally redacted minutes of the meetings of the following are published on the University’s website, once approved on the University’s published minutes webpage.

• GC (2010 onwards)
• Remuneration Committee (July 2017 onwards)
• ARC (October 2019 onwards)
• PPRC (October 2019 onwards)
• SC (December 2020 onwards)
• SAC (July 2023 onwards)

Effectiveness of Governance Arrangements

The University has assessed through self-declaration and further checks, and satisfied itself that governors, members and the University Executive Board (UEB) can be considered ‘Fit and Proper’ persons.

Through its annual report to GC, ARC has provided assurance regarding the rigour and review of the process by which statutory data returns are formally monitored and submitted to relevant regulatory bodies by the University to safeguard timely and accurate outputs.

GC has maintained oversight and assurance regarding the adequacy and effectiveness of the University’s compliance with the OfS’ ongoing conditions of registration and in turn the OfS Terms and Conditions of Funding (OfS 2021.30).

GC has delegated to ARC the responsibility for maintaining oversight of a governance effectiveness review which has been conducted this year by an external review organisation, in accordance with the Higher Education Code of Governance (2020) published by the Committee of University Chairs (CUC) (“the 2020 CUC Code”). The 2020 CUC Code provides that a regular, full and robust review of governance effectiveness with some degree of independent input must be conducted by all Higher Education Institutions at least every three years.

Governors’ skills and experience are reviewed annually through a skills audit questionnaire considered annually by the Nominations Committee. This process highlights gaps and enables the Chair and Clerk of GC to plan how to address any issues that arise. The Nominations Committee has continued to review the skills audit this year to maintain its relevancy. The Chair meets with each member of the GC annually to discuss the effectiveness of GC and to provide feedback on individual performance. New governors receive an induction handbook and are invited to meet the Chair of GC, the Clerk and members of the UEB. They are also required to undertake mandatory training in Prevent Awareness, Safeguarding, Data Governance Awareness, Let’s Talk About Race, Unconscious Bias and How We Work. Other training and development opportunities are made available, usually through the AdvanceHE development programme, invitations to sector briefings run by independent organisations, the University’s legal advisors, its internal and external auditors, the University’s own ‘My Learning’ programme and seminars which are run in conjunction with the GC and other committee meetings.

When considering succession planning and refreshing GC membership, regard is given to the skills, qualities, talents and the diversity of members of GC. During this year, the Nominations Committee has undertaken a search for a number of positions for independent governors and co-optees using professional search advisers, Peridot Partners. These include the appointment of co-optees to join ARC and an Independent Governor with specific expertise in estates strategy and commercial property who joined PPRC. A review of committee membership by the Nominations Committee has resulted in some governors moving to new committees to take best advantage of the individuals’ skills and areas of expertise. These appointments and changes form an important part of the University’s succession planning.

The appointment of a new vice-chair of ARC has also formed part of the GC succession planning this year.

During the year and up to the date of the approval of the financial statements, the Governing Council and co-optees comprised 14 male and 14 female members and included seven members from a black, Asian and minority ethnic background.

GC delegated power to the Remuneration Committee to review the decision to offer remuneration and the sums offered to the Chair of GC and the Chairs of its formally constituted committees this year. The review concluded that the Chair remuneration policy continued to offer value for money and remained in the interests of the University.

GC delegates power to the Remuneration Committee to determine the remuneration and the bonus payments due to senior post holders. The Remuneration Committee’s Terms of Reference are aligned to the CUC HE Senior Staff Remuneration Code. GC receives an annual report from the Remuneration Committee which was approved by GC in November 2023. This report is published on the University’s website.

PPRC advises GC on matters relating to the: execution of the strategic vision and core strategies of the University and the University group, business plans, financial performance and forecasting, commercial strategy, execution of the people and culture strategy, University estates, digital strategy, and the financial and environmental sustainability of the University group.

The Skills Committee reviews the scope, effectiveness & impact of University Skills Framework, monitors (i) delivery of skills provision, including apprenticeships; arrangements for Ofqual/Ofsted regulated further and higher skills education and apprenticeships, and (ii) safeguarding and employer partnerships.

University Court

The University’s Articles of Association state that there shall be a University Court. This is a forum of critical and supportive friends of the University which has a purely advisory function. Membership is normally by invitation and responsibility for approving membership lies with GC, advised by the University Court Advisory Group via Nominations Committee. During the year membership has increased from 227 to 245 members, comprising external associates and friends, together with governors, former governors, and senior managers of the University. Meetings of Court are presided over by the Chancellor, William Cavendish, Earl of Burlington. Three meetings of Court took place during 2023/24. One took place over Microsoft Teams and two in-person meetings were also held. The Spring 2024 meeting also included the viewing of the new Derby Business School site. The purpose of the meetings is to explore strategic issues through lively discussion in a critical but supportive atmosphere. Topics for discussion at these meetings were as follows:

• Autumn 2023: Teaching Excellence Framework (TEF), Home and International Student Recruitment, Artificial Intelligence in Research and Teaching.
• Spring 2024: Industry engagement, the Research Excellence Framework and the Knowledge Exchange Framework.
• Summer 2024: University’s Public Services research and how researchers and innovators in this theme are improving policy and practice, including employability outcomes, for students with Special Educational Needs and Disabilities (SEND) internationally, nationally, and regionally.

Statement of Internal Control

This statement of internal control covers the period of the financial statements for the year ended 31 July 2024, and the period up to the date of approval of the audited financial statements.

The approach to internal control is risk-based, including an evaluation of the likelihood and impact of risks becoming a reality. The system of internal control is based on an ongoing process designed to identify the principal risks to the achievement of policies, aims and objectives: to evaluate the nature and extent of those risks; and to manage them efficiently, effectively and economically. This process has been in place for the year ended 31 July 2024 and up to the date of the approval of the financial statements. However, it is important to note that no system of internal control can provide absolute assurance.

GC acknowledges its responsibility for ensuring that a sound system of internal control is maintained. This responsibility includes the identification and management of risk as an ongoing process linked to achieving the organisation’s objectives. GC has established an ARC, which is responsible for assuring it about the adequacy and effectiveness of:

• Risk management, control and governance
• Economy, efficiency and effectiveness (Value for Money or VFM)
• The management and quality assurance of data

It is the role of ARC to advise and assist GC in respect of the entire assurance and control environment of the institution. This in turn assists to ensure compliance with the OfS General Ongoing Condition G2: Terms and conditions of financial support.

GC’s review of the effectiveness of the system of internal control is informed by the work of externally-appointed internal auditors, who operate to the standards set out under Annex C of the Terms and Conditions of Funding for Higher Education Institutions published by the OfS. It is also informed by ARC, which has oversight of internal audit and reports annually to GC for its approval of the effectiveness of risk management and the system of internal control; by the work of the UEB and the risk managers within the University who have responsibility for the development and maintenance of the internal control framework; and by comments made by the external auditors in their management letter and other reports.

GC confirms that there is an ongoing process for identifying, evaluating and managing the University’s significant risks. ARC meets at least four times per year and along with the GC receives a Strategic Risks report at each of its meetings. The University has seven Strategic Risk Themes that play a significant role in delivering successful outcomes against the University’s Corporate Plan and Strategic Objectives. Across them the Strategic Risk Themes cover business, operational and compliance risk as well as financial risk. GC, PPRC and ARC also received and discussed regular update reports and were able to gain assurance of management’s control over its arrangements.

Upon the recommendation of ARC, GC appoints an internal auditor to provide assurance about the University’s internal control arrangements. ARC receives reports on internal control and risk at each meeting, monitored against an agreed plan of internal audit work. The development of the plan is founded on a risk-based assessment and through discussion with UEB, submitted for approval by ARC. Recommendations arising from the internal auditor’s workplan are reported to and monitored by ARC in order to ensure risk assessment and internal control is embedded in the University’s ongoing operations. This in turn contributes to the University’s delivery of value for money for both students and the taxpayer.

GC confirms, supported by the work conducted by the internal auditor, that it is able to provide assurance that the University’s risk management system is operating effectively and that the University is compliant with OfS requirements.

Statement of Financial Responsibilities

Statement of Directors’ Responsibilities in respect of the Strategic Report, the Report of the Governing Council and the Financial Statements.

In accordance with the University’s Ordinances (9th edition) GC is the principal financial and business authority of the University and is responsible for: ensuring that proper books of account are kept; approving the annual budget and financial statements; and the overall accountability for the University’s assets, property and estate. GC must ensure that the University is financially sustainable and is using its resources efficiently for the benefit of its students and stakeholders.

Company law, along with the terms and conditions of ongoing registration with the OfS, requires the GC, through its Accountable Officer, to prepare and present audited financial statements for each financial year. Under that law they have elected to prepare the University financial statements in accordance with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. The terms and conditions of funding further require the financial statements to be prepared in accordance with the 2019 Statement of Recommended Practice – Accounting for Further and Higher Education and in accordance with the requirements of the Accounts Direction issued by the OfS.

Under company law GC must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and University and of its income and expenditure, gains and losses and changes in reserves for that period. The University has complied with the terms and conditions of funding set out within documents OfS 2022.38.

In preparing each of the Group and University financial statements, GC is required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• assess the Group and University’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
• use the going concern basis of accounting unless they either intend to liquidate the parent University or to cease operations or have no realistic alternative but to do so.

GC is responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that its financial statements comply with the Companies Act 2006.

They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and University and to prevent and detect fraud and other irregularities.

GC is also responsible for ensuring that:
• funds from whatever source administered by the University for specific purposes have been properly applied to those purposes and managed in accordance with relevant legislation;
• funds provided by OfS and Research England have been applied in accordance with the terms and conditions attached to them;
• there are appropriate financial and management controls in place to safeguard public funds and funds from other sources; and
• the University’s resources and expenditure are managed efficiently, effectively and economically.

GC is responsible for the maintenance and integrity of the University and Group’s financial information included on the University’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Additional areas of assurance

Prevent duties

GC received a copy of the University’s submission to OfS on the University’s ongoing compliance with its Prevent duties. The OfS no longer requires a written report as part of its annual submission, but the University has continued with this as part of continued good practice. GC received an outline of the data gathered and used as part of the University’s annual data return to the OfS. The University believes it has demonstrated due regard to the Prevent Duty and is not at risk of noncompliance with Prevent. It has fostered positive relationships with the Police, the Local Authority and other key stakeholders in relation to Prevent.

The University has moved from solely focusing on its legal requirements under the Prevent Duty to proactively broadening its approach by forming a CONTEST steering group, taking a holistic approach to CONTEST, the UKs counter-terrorism strategy, which aims to reduce the risk to the UK and its interests overseas from terrorism. The OfS has previously indicated the holistic approach by the University of the CONTEST strategy and action plan as an area of good practice to be shared with the sector.

Section 172 Statement - Duty to promote the success of the Group

GC and UEB, both individually and together, have acted in the way they consider to be in good faith, would be most likely to promote the success of the Group for the benefit of the members, and in doing so have regard to the matters set out in s172(1) (a) to (f) of the Companies Act. GC and its committees consider the potential consequences of its decision on its key stakeholders: students, staff, its regulators, financial lenders, academic partners, key industry partners and its civic public benefit partnerships and stakeholders. Decisions made at GC and its committees are informed by the University’s Strategic Framework, as described in the Strategic Review in this report. Staff and student representatives sit on GC to ensure regular engagement of these two key stakeholder groups. University Court, whose membership is described elsewhere in this report, also offers the University a forum in which staff, governors, former governors, alumni and other regional friends of the University offer critical and supportive advice to the Institution.

Key decisions taken by GC and its committees during the year have included:

• Approval of the budget and scrutiny of the five-year plan in a challenging economic environment, mindful of the long term consequences and the need to ensure the financial sustainability of the University, for the benefit of its students, staff and other stakeholders;
• Approval of the Strategic Framework 2030 Reset;
• Approval of the University’s Future Derby programme: a long-term strategy during a period of unprecedented change. Delivering against our strategic ambitions, GC endorsed the parallel need for systemic change to provide a secure, agile and dynamic operating model for the future. The Future Derby programme aims, over the next 3-5 years, to drive transformation of these elements to deliver successful outcomes for all the University’s stakeholders;
• Approval of the development of new industrial partnerships;
• Active engagement with the University’s civic agenda, through the Civic University Agreement;
• Endorsing the requirement for a long-term culture shift across the Institution for the benefit of staff, to reduce turnover and improve alignment with strategic aims;
• Updating its risk appetite statements; and
• Continuing to underline its commitment to equity, diversity and inclusion (“EDI”) through the adoption of an inclusion statement, appointing an EDI Champion from the Governing Council to join the staff EDI committee and working towards attaining the RACE Equality Code Quality Mark.

The impact of GC and the Executive’s decision-making on stakeholders is reported in various formats throughout the year which are published on the University’s website:

• Business Impact Report: on the recent impact delivered, through the University’s incubation facilities and associated activities;
• Annual Impact Report: on the academic, research, environmental, University, student success, business engagement, and Civic University Agreement;
• Equality, Diversity & Inclusion annual report
• Strategic Framework 2018-2030.

The likely consequences of any decision in the long term

The Group’s purpose is to provide high quality learning opportunities to learners in the UK and internationally who wish to enhance their career and earning potential. We are part of a sector which is well placed to help the Government respond to economic challenges through developing key skills in the workforce and innovation through research. We have strong financial performance, tight budgetary controls and our going concern modelling shows we are a resilient organisation that can withstand and respond to the uncertain external environment.

The interests of Group employees

Our employees across the Group are fundamental to our mission, which is why they are at the heart of our strategy. The health, safety and wellbeing of our employees is one of our primary considerations and we have actively engaged with employees throughout the year to ensure staff are fully supported in their roles.

The Group is a Disability Confident employer demonstrating our commitment to providing an equitable experience for people with disabilities. We have robust practices that challenge bias and take a zero tolerance approach to discrimination. The Group aims to ensure that every employee, regardless of protected characteristic, is treated equally and fairly and that all employees are aware of their responsibilities.

The Group provides staff with an inclusive workplace, providing additional supportive structures for those with disabilities. We provide guidance for managers on reasonable adjustments and take active measures to be inclusive and accessible. If an employee of the Group becomes disabled during their time with us, we will adapt the working environment where possible, in order to keep the employee within the Group.

The need to foster the Group’s business relationships with suppliers, customers and others

Our stakeholders are core to our organisation, and we emphasise the fundamental importance of high-quality services and trust. We aim to act responsibly and fairly in how we engage with our suppliers, our stakeholders and our regulator; all of whom are integral to the successful delivery of our purpose and strategy.

The impact of the Group’s operating on the community and the environment

Operating in a recognised area of social immobility, the University has a strong focus on widening access to higher education in its community. We are ranked second out of the 132 UK universities by HEPI for fair access and believe higher education should be equitable, inclusive and open to all with the ambition and desire to learn.

We have a keen awareness of our impact on the local, national and global environment, and we are particularly conscious of our responsibilities. The University has an Environmental Management System in place that ensures we continue to manage our environmental impacts, comply with environmental legislation and commit to protecting and enhancing the environment.

The desirability of the Group maintaining a reputation for high standards of business conduct

Our intention is to behave responsibly and ensure that management operate the business in a responsible manner. We operate within the high standards of business conduct and good control set out in our Statements of Governance and Internal

 Control, and therefore the company demonstrates the highest standards of governance.

The need to act fairly between members of the Group

Our intention is to behave responsibly towards all parts of our Group and our stakeholders and treat them fairly, so all benefit from the successful delivery of our plan.

Disclosure of information to auditors

The directors who held office at the date of approval of this directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Group’s auditors are unaware; and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Group’s auditors are aware of that information.

BDO LLP have expressed their willingness to continue in office as auditors and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Gurpreet Dehal - Chair of Governing Council

Susan Ambler - Chief Financial Officer

June Hughes - Clerk to Governing Council

Signed 19 December 2024