Dear Shareholder

On behalf of the Board, I am pleased to introduce the Group’s Corporate Governance Report for FY2020.

Changes to the Board During the Year

There have been a number of changes to the Board’s composition during 2020. I succeeded Peter Gray as Chair on 1 October 2020 following his retirement after eight years as Chair and 16 years as a non-executive director of UDG. Chris Brinsmead, Chris Corbin and Nancy-Miller Rich also retired at our 2020 AGM. On behalf of the Board, I would like to express our sincere thanks to these board colleagues for the contributions they have made to the business. During the year, we welcomed Liz Shanahan to the Board in February and more recently, Anne Whitaker in October. Both Liz and Anne have extensive experience in the healthcare industry which will be hugely beneficial to the UDG Board. Today, the Board comprises 10 directors: myself, two executives and seven independent non-executives, four of whom are female.

As a result of the various Board changes, the newly renamed Nominations, Governance & Sustainability Committee will, during FY2021, take the opportunity to review and refresh the memberships of the Board Committees to ensure the appropriate balance is maintained and meetings remain effective. A full list of Board and Committee changes that occurred during the year is set out on page 70.


In recent years we have seen an increased focus from a number of stakeholders including our shareholders and employees, on sustainability. Whilst the Board has always been responsive to sustainability matters, we believe there is an opportunity for us, during FY2021, to define more precisely UDG’s sustainability strategy and to set some targets to enable us to measure and track our progress in the years ahead. To support management in doing this, the Board expanded the responsibilities of the Nominations and Governance Committee to include the role of overseeing the implementation of the Group’s sustainability strategy. The Nominations and Governance Committee has now been renamed the Nominations, Governance & Sustainability Committee. We look forward to updating you on our progress in next year’s report.

Our Board is united in its view that good governance comes from having clarity of purpose, a values-based culture and focusing on our responsibilities to our stakeholders, our shareholders and the community and society of which we are part."

Shane Cooke


Corporate Governance

This year we are reporting under the 2018 U.K. Corporate Governance Code for the first time. The Corporate Governance Report on pages 66 to 77 sets out how we comply with and have applied the Code during the year. We remain committed to maintaining the highest standards of Corporate Governance across the Group to support the delivery of our strategy and provide long-term sustainable value to our shareholders and other stakeholders.

A key part of my role as Chair is to ensure the Board and its individual members operate effectively. During the year, the Board completed an internal Board Evaluation and a number of helpful recommendations were put forward on how we can improve our effectiveness going forward. In FY2021, I will look to meet with each of the directors to discuss their views and implement the recommendations.

Looking Forward

During the coming year, the Board will continue to focus on

  • Supporting the Group as it continues to manage the impact of the Covid-19 pandemic; and
  • Supporting the management team in achieving the Group’s strategic objectives.

Shane Cooke