Corporate Governance

Governance Framework

Board of Directors

  • responsible for the overall leadership and corporate governance of the Group
  • sets the Group's values and standards
  • approves major changes to the Group's corporate or capital structure
  • monitors and reviews performance, internal control systems, risk management and compliance with statutory and regulatory obligations
  • delegates specific responsibilities to its principal committees, namely, the Executive Committee, the Audit and Risk Committee, the Remuneration Committee and the Nomination Committee. Each of these committees operates within defined terms of reference. 


  • assists the Chief Executive in the performance of his duties and is responsible for the day to day management of the operations of the Group
  • recommends and oversees the successful execution of the objectives and strategy for the Group
  • presents and oversees the achievement of the Group’s budgets and plans
  • sets and monitors performance against targets, objectives and key performance indicators
  • optimises the adequacy and allocation of the Group’s resources


Mark Raban (Chair) – Chief Executive Officer
Oliver Laird – Chief Financial Officer
Duncan McPhee – Chief Operations Officer
Andy Garrett – Chief Information Officer
Chris Whitaker – Chief People Officer
Marcus Kenny – Chief Risk Officer
Phil Kenny – Legal Counsel and Company Secretary

  • reviews and monitors the financial integrity of the financial statements of the company
  • determines and reviews the company’s overall risk tolerance in the context of achieving the company’s strategic objectives
  • monitors and reviews the internal control systems including risk management systems and periodically carries out an assessment of the scope, adequacy and effectiveness of those systems
  • reviews current risk exposures and any mitigation activities
  • reviews internal audit work plans and reviews and monitors management’s responsiveness to the findings and recommendations of the internal auditor
  • monitors and reviews the effectiveness of the internal audit function
  • oversee external audit including agreeing the Statutory Audit Fee and the scope of the Statutory Audit, any Competitive Tender Process and any policy for the pre-approval of permitted Non-Audit Services


Robin Churchouse (Chair) – Non-Executive Director
Ian Bull – Non Executive Chairman
Vicky Mitchell – Non-Executive Director
Paul Van der Burgh - Senior Independent Non-Executive Director

  • sets the directors’ remuneration policy
  • reviews, recommends and monitors the level and structure of remuneration
  • determines the balance between base pay and performance related elements of directors’ remuneration
  • approves the design of, and determines targets for, any performance related pay schemes and approves the total annual payments under such schemes


Vicky Mitchell (Chair) – Non-Executive Director
Ian Bull – Non-Executive Chairman
Robin Churchouse – Non-Executive Director
Paul Van der Burgh - Senior Independent Non-Executive Director

  • reviews the structure, size and composition (including the skills, knowledge, experience, diversity and independence) of the Board and makes recommendations to the Board with regard to any changes
  • makes recommendations to the Board with regard to succession plans for directors
  • identifies and nominates for Board approval, candidates to fill vacancies on the Board
  • reviews the results of the Board performance evaluation process
  • makes recommendations to the Board concerning membership of the committees of the Board


Ian Bull (Chair) – Non- Executive Chairman
Robin Churchouse – Non-Executive Director
Vicky Mitchell – Non- Executive Director
Paul Van der Burgh - Senior Independent Non-Executive Director

In compliance with Schedule 19 of the Finance Act 2016, this document sets out the policy and approach taken by Vicklimited and its subsidiary undertakings (“the group”) in conducting its tax affairs.

This document is reviewed annually by the Group Tax Manager and Chief Financial Officer and is subsequently approved by the Board of Directors.

References to tax include all forms of direct or indirect tax charges paid by the group including corporation tax, VAT, payroll taxes, import taxes and stamp duty land tax. The tax strategy applies to all entities within the group as well as all directors and employees whose actions or responsibilities impact on the management of tax.

Tax governance
The group is committed to applying diligence and care in our tax management processes and procedures and ensuring that tax governance is appropriate, with accountability for the tax strategy resting with the Board of Directors. The Chief Financial Officer has overall responsibility for the delivery of the strategy and delegates the implementation to the Group Tax Manager.

Meetings of the Audit and Risk Committee also include discussions on any significant tax matters.

Tax risk management
The group is committed to complying with all applicable tax laws and financial reporting requirements. In order to do so the group maintains a register of key tax risks, which are prioritised according to the significance and likelihood of the risk occurring.

Our risk management framework incorporates processes and procedures which aim to minimise these risks and identify areas of non-compliance. These processes include risk monitoring reports and systems and reviews of tax compliance activity. Any material risks identified would be notified to the Audit and Risk Committee. External professional advice may be sought to support the group’s decision making process where this is considered appropriate.

Accounting and payroll systems and tax reporting packages employed by the group are typically industry standard and are recognised by HM Revenue & Customs. Where such software is developed in-house it will be subject to rigorous testing.

Where the submission of information to the tax authorities is outsourced to a third party due consideration will be given to the capability of the third party and data will be checked prior to submission to the tax authorities.

Tax planning
Any tax planning carried out by the group is in support of the commercial activities of the business, ensuring that the group trades in a tax efficient manner whilst remaining compliant with all relevant laws. The group does not undertake tax planning which HM Revenue & Customs consider to be aggressive, and the group is not involved in the implementation of any schemes which are notifiable under the Disclosure of Tax Avoidance Schemes (DOTAS) legislation.

The group has a responsibility to shareholders to maximise tax incentives and exemptions which are available and for which specific provision is allowed within tax legislation, for example capital allowances and tax credits arising from expenditure incurred in relation to research and development.

Relationship with tax authorities
The group has adopted an open, honest and collaborative approach to its relationship with HM Revenue & Customs. The group engages with HM Revenue & Customs with integrity and transparency in relation to all tax matters. Returns are submitted and information requests are replied to in a timely manner.

Should a difference of opinion arise in relation to the interpretation of tax legislation the group will strive to reach an early agreement on disputed matters in order to achieve certainty wherever possible and advise HM Revenue & Customs of the filing position taken.

Updated and approved: 25 November 2021

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