The Board is appointed by shareholders, who are the owners of the company. The Board’s principal responsibility is to act in the best interests of shareholders as a whole, within the legal framework of the 2006 Act and taking into account the interests of all stakeholders, including employees, customers, suppliers and communities. Ultimate responsibility for the management and long-term success of the group rests always with the Board, notwithstanding the delegated authorities framework detailed below.

The Board

The Board:

  • Develops strategy, grows shareholder value, provides oversight and corporate governance, and sets the tone from the top.
  • Provides entrepreneurial leadership of the group, driving it forward for the benefit, and having regard to the views, of its shareholders and other stakeholders.
  • Governs the group within a framework of prudent and effective controls, which enable risks to be assessed and managed to an appropriate level.
  • Approves the group's strategic objectives.
  • Ensures that sufficient resources are available to the Group to enable it to meet strategic objectives.

The Board delegates authority to manage the business to the Chief Executive Officer (CEO) and also delegates other matters to its Committees and management as appropriate. The Board has formally adopted a schedule of matters reserved to it for its decision, which can be found below. See the latest annual report for details about the principal decisions the Board made during the year.

Charter of Expectations and Role Profiles

The Keller Charter of Expectations and Role Profiles sets the role profiles for all of the key positions on the Keller Group plc Board, and states the expectations that are demanded of each of the Directors and the Group Company Secretary and Legal Advisor.

The charter is available below. The performance of the Board, of its Committees and of each of the Directors individually is measured against the expectations set out in this charter.

Board Diversity Policy

In line with our group-wide Inclusion Commitments, we also have a Board Diversity Policy.

The Board currently comprises seven Directors, with three of the seven Directors being female (43%). Our Board membership includes representation from North America (US) and Europe (Britain and Ireland) and we have one Board Director from an ethnic minority background.

As per our Board Diversity Policy, the selection of candidates is made based on merit and the individual appointee’s ability to contribute to the effectiveness of the Board, which in turn is dependent on the pool of candidates available.

The Board aims to meet industry targets and recommendations wherever possible. This includes our objective of meeting the diversity targets recommended by the FTSE Women Leaders Review and the Parker Review.

We also aim to develop a strong pipeline of diverse candidates for executive Board roles and for the Executive Committee with a goal of ensuring that it is made up of an appropriate balance of skills, experience and knowledge required to effectively oversee the management of the company in the delivery of its strategy.

The committees
  • Audit and Risk Committee - Oversees the group’s financial and non-financial reporting, risk management (including TCFD) and internal control procedures and the work of its internal and external auditor.
  • Nomination and Governance Committee - Reviews the composition of the Board and senior management, and plans for its progressive refreshing with regard to balance and structure as well as succession planning, taking account of evolving legal and regulatory requirements as well as stakeholders’ expectations. Responsible for governance matters.
  • Remuneration Committee - Determines the framework, policy and levels of remuneration of the Executive Directors and senior executives.
  • Disclosure Committee - Determines inside information and advises on scope and content of disclosures to the market.
  • Sustainability Committee - Oversight of the Board’s responsibilities in relation to environmental matters, including climate-related matters and TCFD, and wider sustainability matters. Understanding of the key concerns of the workforce and wider stakeholders, apart from shareholders.
  • Share Plans Committee – Considers administrative matters related to the provision of share-based employee benefits for Keller and its subsidiaries.
  • Bank Guarantees and Facilities Committee – Consideration of matters related to the provision of bank guarantees and facilities for the company and its subsidiaries.
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More information on Keller’s other committees and governance framework can be found below and in the following document (page numbers refer to the latest Annual Report and Accounts):

Compliance with UK Corporate Governance Code

Keller was subject to the UK Corporate Governance Code 2018 (the ‘Code’) in respect of the year ended 31 December 2023. The group applied the principles and complied with the provisions set out in the Code, which is publicly available at the website of the Financial Reporting Council (www.frc.org.uk). Further information on compliance can be found in our Annual Report and Accounts.

Section 172 statement

As a Board, we have always taken decisions for the long term. Collectively and individually, our aim is always to uphold the highest standards of conduct. We understand that our business can only grow and be successful over the long term if we understand and respect the views and needs of our employees, customers and the communities in which we operate, as well as our suppliers, the environment and the shareholders to whom we are accountable.

For more information on Keller’s Section 172 Statement, please see the below document (page numbers refer to the latest Annual Report and Accounts):

Risk management

Keller Group is subject to risks and uncertainties and as such has a risk governance framework to identify, evaluate, analyse and mitigate significant risks, including climate-related risks and opportunities (CRROs), to the achievement of our strategy. We have processes that seek to identify risks from both a top-down strategic perspective and a bottom-up local operating company perspective.

Further details on our risk governance framework can be found in the documents below (page numbers refer to the latest Annual Report and Accounts).

Task Force on Climate-related Financial Disclosures

Keller considers the risks and opportunities posed to the business by climate change, and the impacts it may face over several time horizons. The statement in the below document discloses Keller’s climate-related financial information and actions the business takes to respond to climate change. It is consistent with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) in compliance with Listing Rule 9.8.6R, with areas where disclosures are only partially consistent included at the end of the statement.

Further details on our compliance and consistency with the recommended disclosures can be found in the following documents (page numbers refer to the latest Annual Report and Accounts).

Non-financial and sustainability information statement

Pursuant to the non-financial and sustainability reporting requirements, which apply to the group, and to facilitate access to information for our stakeholders, the below extracts index the information on each of the key areas of disclosure, and the GRI Standards’ General Disclosures, with which the group aims to align its activities.