Corporate governance at Berendsen is treated as a core and vital discipline that complements our desire to continually improve upon the success of the group on behalf of our shareholders.

Our approach to governance is set by the board. Our Executive Board is responsible for ensuring that the policies and behaviours set at board level are effectively communicated and implemented across the group's business, that our approach is effectively implemented across the whole business and that all our employees are aware of and live by our culture, Vision, Mission and Values, and uphold the highest standards of service.

Good governance is an evolving process.  Our goal is to be at the forefront of best practice in 

corporate governance and we consistently challenge ourselves to achieve this.   We are delighted that we have received several external accolades for our governance and remuneration reporting in 2015.

We were nominated for and won the ICSA Awards 2015:  Best Annual Report in the FTSE 250.  We were also nominated for ICSA Awards 2015:  Best Strategic Report in the FTSE 250 and were highly commended for Building Public Trust Awards 2015: ‘Executive remuneration in the FTSE 250' and ‘Corporate Governance Reporting in the FTSE 250'.

Message from Iain Ferguson, Chairman of the Board of Directors:

A year of significant change

2015 was a year of significant change for Berendsen at board level. This was the result of both th

e appointment of James Drummond, as our new Chief Executive Officer to replace Peter Ventress, and the ongoing review of our strategy which led to the announcement of our new strategic approach in November. Our ability to deal with change of this magnitude is due in no small part to the governance structures which have been developed over the years to support the effective operation of the board and the business as a whole.

I have previously reported to you that corporate governance at Berendsen is treated as a core and vital discipline complementing our desire to continually improve upon the success of the group on behalf of our shareholders. This remains the case. Our governance framework report is well established, and our Executive Board continues to ensure that our approach is effectively implemented across the whole business. I am pleased to report that James shares the board's longheld view of the importance

 of strong governance systems, and the board as a whole continues to believe that effective governance is achieved through leadership and collaboration, resulting in consistently focused and sensible business decisions.

Responsibility and aims
As Chairman, my primary responsibility is to lead the board, ensuring its effectiveness by creating and managing a constructive relationship between our executive and non-executive directors.  In order to achieve this ensure that the board has the right mix of skills, knowledge and experience so that it works effectively as a team, supporting management to formulate and execute the corporate strategy, whilst encouraging the non-executive directors to bring fresh perspectives to the table and, where appropriate, to hold management to account. In this way the Berendsen board comprises a team of experienced individuals with the complementary skills and talents to carry out their duties to the best of their abilities, which we believe engenders the trust and respect of all stakeholders.

We aim to attain best practice in corporate governance and consistently challenge ourselves to achieve this, in order to deliver effectively on the company's strategic objectives. The governance framework we have established allows for the continued monitoring, review, development and implementation of policies and procedures and the culture that support our high governance standards.

Compliance statement
A new version of the UK Corporate Governance Code (the ‘Code') was introduced in September 2014, and the revised provisions apply to Berendsen for the first time in respect of the year ended 31 December 2015. We have complied with all of the principles and provisions of the Code throughout 2015, with the exception of provision D.1.1 which requires that performance-related remuneration schemes should include both malus and clawback provisions.

Following the completion of the strategy review, our remuneration committee conducted a review of our remuneration policy (which is described in detail on pages 78 to 80). Our revised policy, including amendments to our long-term incentive and bonus plans to introduce both malus and clawback provisions, is being proposed for shareholder approval at our 2016 AGM. Subject to such approval, we will be in full compliance with provision D.1.1, and therefore expect to be in full compliance with the Code, from 28 April 2016.

Change of Chief Executive Officer
In our announcement to the market of James' appointment, I highlighted my belief that James has the right skills and experience to lead Berendsen in the next phase of its development, and we are already seeing this borne out in his significant input into our new strategic approach. I am confident that James will continue the tradition of strong executive leadership at Berendsen. I am delighted that the strong working relationship between Chairman and Chief Executive Officer has continued since James took on the role, with James and I already working closely together due to both the handover from Peter and the ongoing strategy review process.

I am committed to continuing the good work of our board in ensuring a well-governed and successful business, operating in line with our Vision, Mission and Values and delivering long-term returns to our shareholders.

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