Corporate Governance

The Hammerson plc Board promotes the long-term sustainable success of the Company, generating value for its shareholders and contributing to wider society. The Board:

Sets the Group’s strategic direction, purpose and values and aligns these with its culture
Approves major acquisitions, disposals, capital expenditure and financing
Oversees the Group’s systems of internal control, corporate governance and risk management, including climate risk
Approves the Business Plan

The Board has delegated a number of its responsibilities to its Audit, Nomination & Governance and Remuneration Committees. The terms of reference of each of its Committees and the Board’s schedule of reserved matters are available to download from the ESG Document Centre.

The Board operates within the Articles of Association of Hammerson plc and oversees the Code of Conduct, which sets out the Company’s minimum expected standards of behaviour. The Articles of Association and Code of Conduct are both available to download from the ESG Document Centre The Schedule of Matters Reserved for the Board can also be downloaded from the ESG Document Centre.

ESG Document Centre

Compliance with the UK Corporate Governance Code

The Company has applied all of the principles and complied with all of the provisions of the Code during 2022 with the exception that Habib Annous had served on the Remuneration Committee for a week short of 12 months when he became Chair of the Committee on 28 April 2022 (having been appointed as a member of the Committee on 5 May 2021) rather than the 12 months required by the Code. However, the Board was satisfied that Habib had appropriate skills and experience to serve as Chair given his time as a member of the Committee and other relevant experience. The Company’s compliance with the Code is reported against each of the five main sections of the Code: Board leadership and Company purpose; division of responsibilities; composition, succession and evaluation; audit, risk and internal control; and remuneration.

The UK Corporate Governance Code 2018 is available on the website of the Financial Reporting Council at www.frc.org.uk.