“The Board is collectively responsible for setting the long-term business strategy and establishing the company’s purpose, vision and principles which together inspire the day to day culture of the business to promote the long-term sustainable success of the Company, while generating value for shareholders and contributing to wider society.”

Dear Shareholders,

I am pleased to be able to present on behalf of the Board the Group’s Corporate Governance Report for 2021. This report provides shareholders with a clear and comprehensive explanation of what governance means within Dignity, what it means to us, the Board of Directors, how it is applied and how it guides our decision-making. The report sets out our governance framework, the Board’s approach to alignment of purpose, principles, culture and strategy and our engagement with stakeholders.

We are reporting in line with the UK Corporate Governance Code July 2018 (the ‘Code’). Following what has been a challenging year for the Group both in terms of the impact of COVID-19 and the extent of changes to the Board, there are a number of areas where the Group are either currently or have been for part of the year unable to comply with the Code which are explained later in this report. These matters of non-compliance are temporary, and the Board’s continued objective remains to manage the Group for the benefit of all stakeholders for which the application of good corporate governance is essential and ultimately to comply with the Code in all respects.

I am committed to the highest standards of governance. Good governance is crucial at all levels within the Group, and it is the responsibility of the Board both to lead by example and to set the tone from the top. It means ensuring that an effective internal framework of systems and controls exists which includes clearly defined authorities and accountability, which promote success, whilst allowing risks to be managed to appropriate levels. To do this, the Board must make sound judgements whilst giving consideration to the views of our shareholders and other stakeholders.

I would encourage you to participate in our Annual General Meeting on 9 June 2022 and take the opportunity to meet the Board. We will take questions at that meeting.

John Castagno
Non-Executive Chairman
22 March 2022

 

Transparent reporting

The Group has a clear purpose, and integral to delivering it is being a socially responsible company which demonstrates strong ethical behaviour within a framework of transparent and robust governance.

Section 172 Statement

In line with the reporting requirements of the 2018 UK Corporate Governance Code, we describe how our stakeholders and the matters set out in Section 172 of the Companies Act 2006, have been considered in Board discussions and decision-making. The Board actively engages with our clients, shareholders, employees and wider stakeholder Groups when making decisions, and considers the impact of Group activities on the community, environment and its reputation. Principles of the UK Corporate Governance Code 2018 The Principles set out in the UK Corporate Governance Code 2018 (the ‘Code’) emphasise the value of good corporate governance for long-term sustainable success. Whilst we are reporting a number of areas where we have not been able to comply with specific Code provisions, we do not consider this extends to any of the Principles set out within the Code. The Code is publicly available on the website of the UK Financial Reporting Council at www.frc.org.uk.

In accordance with the Companies (Miscellaneous Reporting) Regulations 2018 and section 426B of the Companies Act 2006, Dignity Finance Limited and Dignity (2002) Limited have produced their own section 172 statements, which are accessible below. Dignity’s s172 statement together with examples of how the Directors have oversight of stakeholder matters and had regard for these matters when making decisions are detailed on pages 21 to 25 in the 2021 Annual Report.

Compliance with the UK Corporate Governance Code

In the 2021 reporting period, Dignity was subject to the Code issued by the Financial Reporting Council (available at frc.org.uk). As a publicly listed company, Dignity is required to report on how it has applied the Principles of the Code, and this is set out in the following pages. Other than as detailed in the paragraphs below, Dignity has complied with the provisions of the Code throughout the period ended 31 December 2021.

As stakeholders will appreciate, 2021 was again a difficult and challenging year for all of us. Those of us in the funeral sector had to continue to ensure that both our colleagues and the bereaved families we serve across the UK have been protected and supported during this time.

As previously reported, I became the independent Chairman of the Board in July 2021.

There has been further reorganisation at Board level which has and continues to be managed for the long-term benefit of stakeholders.

Corporate Governance

The Group is committed to high standards of corporate governance, details of which are given in this report and the separate reports from the Chairs of:

  • The Audit Committee;
  • The Nomination Committee; and
  • The Remuneration Committee.

The various sections of this report contain summarised information from Dignity’s Articles of Association (the ‘Articles’) and the Companies Act 2006 which is the applicable English law concerning companies. The relevant provisions of the Articles or the Companies Act should be consulted if more detailed information is needed.

Workforce engagement

We rely on our colleagues to provide our services in a caring, thoughtful and truly engaged way with the clients and communities we serve. We believe that the quality of our people is a strong enabler of business growth and is central to delivering our purpose, principles and strategy.

The Board seeks to maintain good channels of communication with all its employees. For a business that prides itself on communicating sensitively with clients, we have to ensure the same care and consideration is shown towards our colleagues too. That means regular dialogue, which is accessible through a variety of channels, with the opportunity for colleagues to interact and easily share their feedback.

Adopting a multi-channel approach has seen us develop digital communications solutions that sit alongside our established company newsletter. ‘Dignity Inside’ is a dedicated website housing, amongst many things, news, blogs and opinion polls.

More frequent and accessible communication is complemented by an increase in the face-to-face support available to colleagues, particularly those in operational roles across funerals, crematoria and manufacturing.

The Dignity Team Forum (see below) provides a key opportunity for the Board to assess and monitor the culture of the business.

We consider that the mechanisms noted above represent an effective mechanism for the Board to engage with the workforce, however due to the importance of our workforce to the business, the Board will continue to review the situation and consider if incremental benefits can be obtained through the appointment of a designated non-executive director to lead in this area. Consideration will also be given to the appointment of an employee director.

Our HR department includes a team of eight regional and one head office Business Partners. The role is very much a consultative one, so the Partners provide guidance in areas such as recruitment, learning and development and improving business results.
Across the organisation, the Board has looked carefully at people support. We care deeply about the wellbeing of our people and continue to offer access to an Employee Assistance Programme. This free and confidential advice service is available 24/7 and enables colleagues to discuss any issues that may be causing them concern, be they related to work, home life, or their physical and mental health.

The Board established the Dignity Team Forum, a formal workforce advisory panel with representatives elected by their peers, to facilitate regular and constructive engagement between colleagues and senior leaders, including the Board.

The purpose of the Dignity Team Forum is to share information on a broad range of topics, everything from business performance, operational initiatives and Board remuneration policy to future strategy and vision. It also creates a platform for relaying colleagues’ opinions and ideas, helping to ensure that the business decisions we make are fully informed with insight from all major stakeholders.

The minutes of the Dignity Team Forum which has a schedule of four meetings annually, are considered by the Board which, inter alia, facilitates knowledge of issues of importance to employees and the assessment and monitoring of culture. We are a people-orientated and principles driven business and strive to create a culture where everybody feels valued, included and motivated to perform at their best.
The Dignity Team Forum has been consulted collectively on a regular basis (often weekly) to consider matters relating to restructuring matters discussed in the Chairman’s Statement and the Strategic Review.

Promoting an inclusive and diverse workforce

Dignity is dedicated to building a workforce which is representative of the communities we serve, in all aspects of diversity.

In line with the Equality Act 2010, it is the policy of the Company that there shall be no discrimination or less favourable treatment of employees or job applicants in respect of age, race, religion or belief, gender, sex, sexual orientation, pregnancy, disability or martial status. The Company is fully committed to ensuring there is no unfair and unlawful discrimination in relation to employees, job applicants, clients, suppliers and members of the public. It is Company policy to engage, promote and train employees on the basis of their capabilities, qualifications and experience, without discrimination, and all employees will receive equal opportunity to progress within the Company. In order to put this policy into practice in the day-to-day management and operations of the Company, we:

  • Monitor decisions on recruitment, selection, training and promotion to ensure they are based solely on objective and job related criteria;
  • Provide training for managers to ensure that they understand the nature of discrimination and are fully aware of their responsibilities in implementing our Equality and Diversity policy;
  • Provide awareness for employees to ensure that they have a greater understanding of Equality and Diversity in the workplace;
  • Provide information and advice on the implications of the relevant legislation and on assistance available to help in the employment of people with disabilities;
  • Ensure that all policies are applied thoroughly and fairly particularly those relating to any complaint involving discrimination or harassment;
    Communicate this policy to employees, suppliers and third parties, where applicable, through induction, training and communications; and • Encourage our suppliers and third parties to adopt policies and working practices, which reflect our own views and values on Equality and Diversity and that of our Clients.

All employees are also responsible for the promotion and advancement of this policy and the Company will support its implementation and communication through its Equality and Diversity Programme of Action.

Board leadership, purpose, principles and culture

Our purpose is to help people at one of the most difficult times in their lives and to create a responsible business that focuses on meeting the needs of our clients and delivering long-term success and value for all our stakeholders.

As a business, serving clients is at the heart of everything we do. Our Principles underpin our purpose and are recognised across the Group as the basis of our culture.

The Board sets the strategy for the Group to align with our purpose. Our Principles and leadership behaviours are a vital part of our culture to ensure that through our conduct and decision-making we do the right thing for the business and our stakeholders.

The Board has overall responsibility for establishing the Company’s purpose, Principles and strategy to deliver the long-term sustainable success of the Company and generate value for all our stakeholders.

Ensuring effective decision-making

The parameters within which decisions are taken across the Group are ultimately directed by our core purpose, which is designed to drive alignment between why it exists, what it aims to achieve in the future, who it exists for, and how it generates sustainable financial and non-financial value for its stakeholders. This is discussed further in the Strategic Report.

The Board-agreed matters of purpose, principles, vision and strategy are not developed in isolation and are influenced by stakeholder views, our sustainable business goals and our risk environment. In turn, it is the combination of all of these matters that set the context and expectations in relation to decision-making outcomes, attitudes and behaviours, forming the baseline for management accountability; and in combination with our Principles, contribute to the overall cultural tone across the Group.

Section 172 and stakeholder engagement

The Board and the business has continued to focus on employee engagement during this period of significant change to create a culture that everyone can be proud of, where people come first, and everyone is committed to delivering Dignity’s long-term goals.

Governance and stakeholders

The Board takes the view of, and effects on, key stakeholders into consideration in Board discussions and when making decisions, including shareholders with whom it engages at appropriate times on appropriate subject matters during the year.

Fair, balanced and understandable

The Board as a whole is responsible for the preparation of the Annual Report and Accounts and ensuring that they are fair, balanced and understandable. Drafts of this document have been reviewed by the Committee Chairs and the Board as a whole. The Audit Committee recommended to the Board, following its in-depth review, that this Annual Report and Accounts is, in its opinion, is fair, balanced and understandable. The Board has reviewed the Annual Report and Accounts, drawing on its collective knowledge of the business and updates from management during the year, and in the opinion of the Audit Committee, and I can confirm that the Board believe this Annual Report and Accounts provides shareholders with information necessary to assess the Company’s position, performance, business model and strategy.

The Board’s involvement in setting the business strategy and future outlook

In 2021, we supported and encourage the Executive team to evolve the long-term business strategy. The Board believes in our strategy and in the coming year, will focus on the Company’s progression and the implementation and articulation of the business strategy.

Governance structure

The Board provides strategic leadership to the Group within a framework of sound corporate governance and internal control.

The Dignity Board
(Chairman, Directors and Independent Non-Executive Directors)
Board level committees
Audit Committee (Chairman and Independent Non- Executive Directors) Remuneration Committee (Chairman and Independent Non- Executive Directors) Nomination Committee (Chairman and Independent Non- Executive Directors) Committee (Chairman and Independent Non- Executive Directors)
The Executive Committee

The Board

The Board is responsible for the long-term success of the Group which includes:

  • Overall management of the Group;
  • Setting and reviewing the strategy of the Group;
  • Approval of major capital expenditure and acquisition projects, and consideration of significant financial matters;
  • Monitoring the exposure to key business risks;
  • Approval of major financing and capital structure changes to the Group;
  • Setting annual budgets and reviewing progress towards achievement of these budgets; and
  • Proposing dividend payments to shareholders.

The Chairman

The Chairman is responsible for:

  • The leadership of the Board;
  • Ensuring the Board functions effectively in all aspects of its role;
  • Facilitating the effective contribution of the Non-Executive Directors and ensuring a constructive working relationship between Executive and Non-Executive Directors;
  • Making sure all Directors receive accurate, timely and clear information;
  • Setting the agenda so all strategic and other important issues are discussed, ensuring sufficient time is devoted to discussing such issues; and
  • Making sure there is effective communication with stakeholders and acting as the public face of the Group.

Non-Executive Directors

The Non-Executive Directors scrutinise, measure and review the performance of management; constructively challenge and assist in the development of strategy; review the Group’s financial information and monitor the effectiveness of internal risk management systems.

The role of the Executive Chairman in 2021

Following the departure in April 2020 of our former Chief Executive, Mike McCollum, Clive Whiley took on temporarily, the role of Executive Chairman. In that role, Clive had the responsibilities of both Chairman and Chief Executive. Following the results of the General Meeting in April 2021, Clive Whiley left the Board with Gary Channon becoming Executive Chairman until the appointment in July 2021 of John Castagno as independent Non-Executive Chairman.

Committees of the Board

There are four standing committees of the Board: the Audit Committee; the Remuneration Committee, the Nomination Committee and the recently established Risk Committee. The Terms of Reference of these Committees are set by the Board and are available on the Dignity corporate website. Membership is reserved for the independent Non-Executive Directors save for the Nomination and Risk Committees. Whilst the Risk Committee has a schedule of meetings in 2022, it has not met as of the date of this Annual Report.

The Chief Executive and Executive Directors

The Chief Executive and Executive Directors together with the Executive Committee are responsible for:

  • Operational management and control of the Group on a day-to -day basis. Local operational decisions are the responsibility of the local managers, who are accountable to the Executive Directors;
  • Formulating and proposing strategy to the Board; and
  • Implementing the strategy and policies adopted by the Board.

Commentary on the Board in 2021

The structure of the Board is currently going through a period of change. As a result, the Company has not been compliant throughout the year with the following Code Provisions:

  • 9. The roles of chair and chief executive should not be exercised by the same individual. With the appointment of John Castagno as Chairman, the Company is now compliant in this respect.
  • 11. At least half of the Board excluding the chair, should be non-executive directors whom the board considers to be independent.
  • 12. The board should appoint one of the independent directors to be the senior independent director.
  • 17. The Nomination Committee should comprise a majority of independent non-executive directors. With the appointment of Graham Ferguson and Kartina Tahir Thomson, compliance has been achieved. The Company was non-compliant until the appointment of Kartina on 7 February 2022.
  • 24. The Audit Committee should comprise independent non-executive directors and the Chair should not be a member. With the appointment of Graham Ferguson and Kartina Tahir Thomson, the Committee has the required Non-Executive Directors but as the Chair is a member, compliance has not been achieved.
  • 32. The Remuneration Committee should comprise independent non-executive directors. With the appointment of Graham Ferguson and Kartina Tahir Thomson, compliance has been achieved. The Company was non-compliant until the appointment of Kartina on 7 February 2022. Mr Ferguson, Chairman of the Remuneration Committee, has not served on a Remuneration Committee prior to his appointment to the Dignity Board.

The objective is to return to compliance with the relevant requirements of the current UK Corporate Governance Code.

At the current time and, in addition to the independent Non-Executive Chairman, the Board comprises four Executive and two independent Non-Executive Directors. As advised in the Chairman’s Statement, once the Board has appointed a new Chief Financial Officer, the intention is for Dean Moore to resume his position as an independent Non-Executive Director. This is subject to appropriate review and approval by the Board.

The Executive Committee

The Executive Committee currently consists of the following Executive Directors and Senior Managers:

  • Chief Executive: Gary Channon;
  • Executive Director Funeral Operations: Andrew Judd;
  • Chief Operating Officer: Kate Davidson;
  • Interim Chief Financial Officer: Dean Moore;
  • People Director: Tracey Rose; and
  • Head of Compliance: Carl Higgins.

The Executive Committee is responsible for determining and setting the detailed day-to-day tasks required to implement the strategy set by the Board.

How the Board Functions

The Group is controlled through the Board of Directors that meets regularly throughout the year. The structure of the Board, together with explanations of responsibilities, is shown on Our Board. Informal meetings are held between individual Directors as required.

The day-to-day management of the Group is delegated to the Executive Directors and the Executive Committee supported by an experienced and generally long serving senior and middle management team, the size and structure of which is commensurate with the complexity of the Group’s activities. Managers have the necessary skills and knowledge relevant to their areas of responsibility. The remainder of the responsibilities rest with the Board however, certain capital expenditures and acquisition projects are delegated under a formally adopted Schedule of Matters Reserved for the Board and Expenditure Authorisation Policy.

All Directors are provided with the necessary papers in advance of the meetings to permit them to make informed decisions at those meetings. The Board also considers employee issues and key management appointments, including the role of Company Secretary.

The Board now comprises six Directors and the independent Non-Executive Chairman. During 2021 the total number of directors who served was nine. Clive Whiley the former Chairman, stood down from the Board following the General Meeting on 22 April 2021 as did Gillian Kent and Paul Humphries, former independent Non-Executive Directors. James Wilson, a non-independent Non-Executive Director, retired from the Board on 26 April 2021. John Castagno was appointed independent Non-Executive Chairman on 23 July 2021 and Graham Ferguson was appointed as an independent Non-Executive Director and Chair of the Audit and Remuneration Committees on 1 September 2021. Since year-end, Kate Davidson was appointed to the Board on 7 January 2022 as Chief Operating Officer and Kartina Tahir Thomson on 7 February 2022 as an independent Non-Executive Director and Chair of the Risk Committee.

There are currently three independent Non-Executive Directors including the Chairman and four Executive Directors.

The Board considers that four Executive Directors, supported by the wider Executive Committee
are sufficient to manage a Group of this size, complexity and organisational structure.

Biographical details for the serving Non-Executive Directors appear on Our Board. Their role is to challenge constructively the management of the Group and to assist in the development of strategy. The Non-Executive Directors are chosen for their diversity of skills and experience. Each Non-Executive Director is appointed for a fixed term of up to three years, subject to annual re-election by shareholders. This term may then be renewed by mutual consent up to a maximum of nine years in accordance with the Code. Appointments beyond six years are also subject to rigorous review prior to approval. The Non-Executive letters of appointment are available, upon request, from the Company Secretary.

The Chairman and the Non-Executive Directors are required to, and have, confirmed formally to the Board that, mindful of their other commitments they have and will have sufficient time to devote to their responsibilities as Directors of the Company.

John Castagno, Graham Ferguson and Kartina Tahir Thomson are independent of management as defined by the Code.

Dean Moore became Interim Chief Financial Officer on 14 December 2020. This interim position means that Dean Moore does not currently qualify as independent as defined in the July 2018 UK Corporate Governance Code.

All Directors are able to take independent professional advice on the furtherance of their duties as necessary at the Group’s expense. They also have access to the advice and services of the Company Secretary and, where it is considered appropriate and necessary, training is made available to Directors. All Directors receive training and updates on the duties and responsibilities of being a Director of a listed company. This covers legal, accounting, security and tax matters as required or as requested by any Director. In addition, any newly appointed Director receives appropriate induction training.

The Company maintains appropriate insurance cover in respect of any legal action against its Directors. The level of cover is currently £60 million.

The Directors have, during the period, formally reminded themselves of their duties as Directors under the Companies Act 2006 (Section 171-177). These duties include the need to avoid conflicts of interest (Section 175). Gary Channon is both CEO of Dignity and a Partner of Phoenix Asset Management Partners Limited (‘Phoenix’) which is the Company’s largest shareholder managing 29.43 per cent of the shares. At each Board meeting, Directors are required to declare any conflicts of interest in matters to be considered. To date, any such conflicts declared have been managed to ensure that no undue influence exists in discussions and resultant resolutions. An agreement in respect of share dealing exists between the Company and Phoenix.

In accordance with the Code, all Directors will submit themselves for election or re-election as appropriate at the 2022 Annual General Meeting.

Board Appraisal

In accordance with the requirements of the Code, a formal evaluation of the Board, its Committees, the Chair and individual directors was undertaken in respect of 2020 with the results reviewed at the Board meeting on 21 January 2021. The evaluation was conducted by Linstock (see below). Evaluations will be undertaken in respect of 2021. Given the significant Board restructuring in 2021 (which meant that there were no independent Non-Executive Directors on the Board from 22 April 2021 until the appointment of John Castagno in July 2021 and Graham Ferguson in September 2021), the evaluation will be conducted in the first half of 2022 by which time the directors appointed in the second half of 2021 and in early 2022 will have more experience of the Group, the Board and Committees.

The evaluation will be conducted by Lintstock a corporate advisory firm, entirely independent of the Group. This evaluation is undertaken annually by Lintstock and will continue annually. This meets the requirements of the Code.

The evaluation is managed by way of the issue of detailed online questionnaires to all Directors followed by a detailed review by Lintstock and the Board of the responses and the identification of any actions arising.

Specific matters which will be reviewed by the Board include:

  • Board composition;
  • Stakeholder oversight;
  • Strategic oversight;
  • Board dynamics;
  • Board support;
  • Board Committees;
  • Management and Focus of meetings;
  • Risk oversight;
  • Succession planning and people oversight; and
  • Priorities for change.

Issues arising from the evaluation will be reviewed and addressed.

The Company Secretary

The Company Secretary, Tim George, is responsible for overseeing the preparation and distribution of all agendas, minutes and related Board and Committee papers. He attends the Board meetings in his capacity as Company Secretary and provides corporate governance advice if required.

The appointment and removal of the Company Secretary is a matter for the Board as a whole.

Internal Control and Risk Management

The Board has responsibility for the Group’s system of internal control and risk management, which is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable, and not absolute, assurance against material misstatement or loss. A formal and ongoing process of identifying, evaluating and managing the significant risks faced by the Group was in place throughout the period and in place up to the date this Corporate Governance Report was signed and approved for the Annual Report and Accounts 2021.

The Executive Directors and the wider management group are responsible for designing, implementing, maintaining and evaluating the necessary systems of internal controls. Such controls are reviewed on an ongoing basis and formally reviewed on an annual basis in accordance with the requirements of the Code. This annual review confirmed that the Group’s risk management and internal control systems were appropriate and suitable for a Group of this size and complexity.

Internal Audit completes a programme of work each year that provides assurance that the internal controls have been operated as designed and also proposes improvements where appropriate and necessary. Coupled with this, the six-monthly review of the risk system provides a further mechanism for considering and reviewing internal controls. All such work is reported to and monitored by the Audit Committee which recommends approval to the full Board.

The Audit Committee on behalf of the Board, as part of an ongoing process, formally reviews and continues to keep under review the effectiveness of the Group’s systems of internal control, including financial, operational and compliance controls and risk management systems. The Audit Committee also formally reviews risk management annually and receives reports from management and Internal Audit regarding any weaknesses in internal control, any losses arising out of weaknesses in internal control and progress in implementing revised procedures to improve and enhance internal control. It also identifies the significant controls upon which reliance will be placed. Any significant control weaknesses would be reported to the full Board at the next meeting. There have been no reports of weaknesses that have resulted or would have resulted in a material misstatement or loss in the period, nor in the period up to the date was this Annual Report published.

The key procedures, which operated throughout the period, are as follows:

Financial Reporting – The Group has a comprehensive system of financial performance review, internal budgeting and forecasting. The Group’s monthly actual results analysed by operating division are reported to the Board and significant variances to budget are investigated with revised forecasts prepared as necessary. The Audit Committee has delegated responsibility from the Board for financial reporting; monitoring external audit, internal audit, risk and controls and reviewing instances of whistleblowing and the Group’s procedures for detecting fraud.

  • Financial Controls – The Group has defined appropriate and necessary financial controls and procedures to be employed by operational management. Key controls over major business risks include reviews against budgets and forecasts, review against key performance indicators and exception reporting;
  • Quality and Integrity of Personnel – One of the Group’s core Principles is integrity. This is regarded as vital to the maintenance of the Group’s system of internal financial control. The Board has in place an organisation structure appropriate to the size and complexity of the Group with defined lines of responsibility and delegation of authority where the Board considers it necessary and appropriate. There is also a Code of Conduct applicable to all employees of the Group, as well as specific policies such as Anti-Bribery and Corruption, Modern Slavery, Prevention of Fraud, Whistleblowing, Anti-Tax Evasion and Anti-Money Laundering;
  • Internal Audit – The Group has a dedicated Internal Audit team, which reports to the Interim Chief Financial Officer, Chairman and the Audit Committee. The latter reviews and approves the annual work plan of the Internal Audit function which tests the design and operating effectiveness of key controls across the business. Any significant weaknesses are reported to management and the Audit Committee on a timely basis. It also coordinates the completion of self-assessment reports by operational management that assists in highlighting areas of control weakness or exposure. Internal audit reviews are completed on such areas, together with selected areas of the head office function and any area where a Director requests a review.
  • During 2021 (as in previous years), there were quarterly meetings between the Head of Internal Audit and the Executive Directors to formally review and discuss Internal Audit’s work programme and findings. In addition, regular meetings between the Head of Internal Audit and the external auditors, Ernst & Young LLP (‘EY’), were held during the year to discuss and plan audit work and to ensure a complementary approach. The Head of Internal Audit formally reports to the Audit Committee at every meeting and also held private meetings with the Chair of the Audit Committee during 2021 and the Audit Committee members;
  • Procedures – The Group has established and documented processes and procedures covering most parts of its operations, both client-facing and in support departments. These provide clear guidance on the correct or most appropriate course of action in various circumstances. Procedures are supplemented by training where needs have been identified. Both Internal Audit and the comprehensive management structure monitor the adherence to such processes and procedures; and
  • Risk assessment – The Executive Directors and the Executive Committee have responsibility for the identification and evaluation of significant risks that might arise in their areas of responsibility, together with the design of suitable internal controls. This was in place throughout the accounting period and at the date of approval of the Annual Report. They also regularly assess the risks facing the Group. A Risk Register is maintained which is presented to and reviewed by the Audit Committee twice a year and then formally adopted by the Board of Dignity plc. Risks and any changes to those risks are discussed at every Board meeting. The principal risks and uncertainties facing the Group, which are documented in the Risk Register, are discussed in the Annual Report.

These procedures are designed to, amongst other things, help to provide assurance regarding the process of preparing consolidated financial statements and the financial reporting system.
An explanation of how the Group aims to create and preserve value and the strategy for delivering its objectives is included in the Strategic Review.

Relationship with Shareholders

The Group recognises the importance of good communication with shareholders.
Regular contact with institutional investors, fund managers and analysts is undertaken by the Chairman, Chief Executive and the Interim Chief Financial Officer to discuss information made public by the Group. The Board receives reports of these meetings and any significant issues raised are discussed by the Board. and the Non-Executive Directors are also available to meet separately with shareholders, if necessary, to discuss any issues that they may have. The Chair of the Remuneration Committee in early 2022 consulted major shareholders on the changes proposed to the remuneration policy to ensure the proposals can be supported. The Chief Executive is also available to discuss governance and strategy matters with the major shareholders. The Company Secretary deals with queries or enquiries from private shareholders. The Board is interested in the views and concerns of all shareholders whether private, institutional or corporate.

The AGM which was a virtual meeting in 2021 but will be a physical meeting in 2022 subject, of course to the latest Government guidelines relating to COVID-19, provides an opportunity to meet the Board. All shareholders are free to attend and put questions to any Director and the Chair of each of the Board Committees at the AGM on 9 June 2022. At least 20 days’ notice will be given ahead of that meeting. Questions asked in person at the AGM will receive a verbal response whenever possible, otherwise a written response will be provided as soon as practicable after the AGM. Questions raised at any other time will normally receive a written response. Shareholders attending the AGM will also have the opportunity to meet informally with all the Directors after the meeting has concluded subject to current COVID-19 guideline and/or social distancing measures.

The Directors consider that this Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model, risks and strategy. In order to assess whether the Annual Report and Accounts were fair, balanced and understandable, the Board received an early draft to enable time for review and comment. The Audit Committee then met to consider the criteria for a fair, balanced and understandable Annual Report and to review the process underpinning the compilation and assurance of the report, in relation to financial and non-financial management information. At that meeting they considered the Annual Report and Accounts as a whole and discussed the tone, balance and language of the document, being mindful of the UK reporting requirements and consistency between narrative sections and the financial statements. As part of this process, the Board considered the Group’s reporting governance framework and the views of the external auditor as reported to the Audit Committee.

The Annual Report and Accounts is made available to all shareholders at least 20 working days before the AGM. Registered shareholders receive a Notice of Meeting and Form of Proxy, the latter document allowing a shareholder to vote in favour, or against or indicate a vote withheld on each separate resolution tabled at the AGM. Particulars of aggregate proxies lodged are also announced to the London Stock Exchange (‘LSE’) and placed on the Group’s investor website, www.dignityplc.co.uk, as soon as practicable after the conclusion of the AGM.

The Interim Report is no longer published as a paper document but is available on the Group’s investor website upon which users can also access the latest financial and corporate news. All information reported to the market via regulatory information services also appears as soon as practicable on that website.

The Group is happy to arrange visits to its funeral locations and crematoria, if requested by a shareholder, at a time suitable to all parties.

Our approach to diversity

The Board is committed to and takes responsibility for equality and diversity throughout the Dignity Group.

It is the policy of the Company that there shall be no discrimination or less favourable treatment of employees or job applicants in respect of age, race, religion or belief, gender, sex, sexual orientation, pregnancy, disability or marital status. The Company is fully committed to ensuring there is no unfair and unlawful discrimination in relation to employees, job applicants, clients, suppliers and members of the public. It is Company policy to engage, promote and train employees on the basis of their capabilities, qualifications and experience, without discrimination, and all employees will receive equal opportunity to progress within the Company.

In order to put this policy into practice in the day-to-day management and operations of the Company, we:

  • Monitor decisions on recruitment, selection, training and promotion to ensure they are based solely on objective and job-related criteria;
  • Provide training for managers to ensure that they understand the nature of discrimination and are fully aware of their responsibilities in implementing our Equality and Diversity policy;
  • Provide awareness for employees to ensure that they have a greater understanding of equality and diversity in the workplace;
  • Provide information and advice on the implications of the relevant legislation and on assistance available to help in the employment of people with disabilities;
  • Ensure that all policies are applied thoroughly and fairly particularly those relating to any complaint involving discrimination or harassment;
  • Communicate this policy to employees, suppliers and third parties, where applicable, through induction, training and communications; and
  • Encourage our suppliers and third parties to adopt policies and working practices, which reflect our own views and values on equality and diversity and that of our clients.

All employees are also responsible for the promotion and advancement of this policy and the Group supports its implementation and communication through its Equality and Diversity Programme which covers a number of matters including induction, learning and development.

For further details on Employee diversity, see the Environmental, Social and Governance report and Chairman’s introduction to Governance.

Annual report

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Annual Report 2022 PDF (11.29Mb)

SUBSIDIARY COMPANIES s172 STATEMENTS

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