| 1 |
Establish a strategy and business model which promote long-term value for shareholders |
The group’s business model is set out on pages 14 of the 2025 annual report and accounts. The group’s revenue principally derives from royalties payable on global franchise partners’ retail sales, operating through over 370 dedicated Mothercare stores in some 31 countries around the world. Since 2020 we have been working with MGB’s franchise partners on an asset-light model in which MGB places orders with manufacturing partners only when there is a corresponding order from a franchise partner. These orders are made under a three-way agreement whereby the franchisee contracts directly with the manufacturer for payment and delivery. Now five years into this model, our franchise and manufacturing partners remain closely aligned with the mothercare brand. Their deep-rooted understanding has contributed to our continued improvements season after season. We are confident in the scalability of this model and are well-positioned to expand into new markets and geographies. |
| 2 |
Seek to understand and meet shareholder needs and expectations |
The Company maintains a very close dialogue with its major investors, communicating directly with them several times a year.
The Company maintains an investor relations inbox that all shareholders are invited to use and, specifically to ask questions that they might ordinarily ask at general meetings of the company. |
| 3 |
Take into account wider stakeholder and social responsibilities and their implications for long-term success |
The section 172 statement is on page 36 of the 2025 annual report and accounts.
The main stakeholders in the business include its people, franchise partners, manufacturing partners and pension trustees. Regular dialogue is maintained with them all. |
| 4 |
Embed effective risk management, considering both opportunities and threats, throughout the organisation |
The group’s approach to risk and its enterprise risk management framework is set out on pages 32 to 35 of the 2025 annual report and accounts. Risk is reported to the full board via the Audit and Risk Committee. |
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MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK |
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| 5 |
Maintain the board as a well-functioning, balanced team led by the chair |
The names of the directors who served during the year ended 29 March 2025 are set out on page 49 of the 2025 Annual Report. The names and brief biographies of the current directors are available here.
The size and structure of the board is considered by the Company to be appropriate for the size of the group and AIM market on which its shares are now traded. |
| 6 |
Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities |
The details of the directors who served during the year ended 29 March 2025 are set out on page 49 of the 2025 Annual Report and the current directors and their biographies are set out here. |
| 7 |
Evaluate board performance based on clear and relevant objectives, seeking continuous improvement |
An internal board evaluation was undertaken during FY25. This involved each director completing a questionnaire. The outcome of each was then collated into an anonymised summary followed by open discussion on the results led by the Chairman.
The Chairman meets with the non-executive directors without management present at least annually. |
| 8 |
Promote a corporate culture that is based on ethical values and behaviours |
The Company believes that establishing and maintaining high standards of corporate governance are critical to the successful delivery of the group’s strategy and to safeguard the interests of its stakeholders. The group is committed to respecting internationally recognised human rights and partnering with suppliers that: provide decent, safe and fair working conditions for their employees with dignity and respect; reduce the environmental impact of their operations; and demonstrate a strong commitment to business ethics. MGB will continue to evolve and strengthen governance as it develops its global relationships. |
| 9 |
Maintain governance structures and processes that are fit for purpose and support good decision-making by the board |
A key element of the Board’s responsibility is monitoring and reviewing the effectiveness of the company’s system of internal control, and the non-executive directors challenge and scrutinise its effectiveness and integrity.
The roles and responsibilities of the Directors, eg where they sit on and / or chair a specific committee are denoted by a key here.
The terms of reference and matters reserved for the board are available here. |
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BUILD TRUST |
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| 10 |
Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders |
Reports of the work of the Board and its committees are set out in the Annual Report 2025:
Board: corporate governance pages 52 – 55 and Directors’ report pages 68 - 69
Audit and Risk Committee: page 55
Nomination Committee – page 55 Remuneration Committee – pages 56 – 60
Shareholder notices of meetings and voting at general meetings is available on the regulatory information service link here. There have been no significant votes cast against since 2018 Copies of previous annual reports are available here. |
