Corporate Governance

Tine to Change Logo

The Company’s Corporate Governance information and documents.

 

Changes to the Corporate Governance regime

In line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM -listed companies to adopt and comply with a recognised corporate governance code, the Board have adopted the Quoted Companies Alliance ( QCA ) Corporate Governance Code ( 2018 ).

The table below sets out how the Company applies the key governance principles defined in the QCA Code. Further information as to the application of the QCA Code will be provided in the Company’s next Annual Report and Accounts , and updated on the website here.

 

Chairman’s introduction

The Board recognises that good Corporate Governance is fundamental to effective management of the business and delivery of long term shareholder value. As such the Board is committed to ensuring that a strong Governance framework operates throughout the Group since this provides an essential foundation on which to build the future success of the Group.

Bob Holt OBE

Chairman

This page was last updated 6 Jan 2021 .

 

Board and Committee terms of reference

Audit Risk Committee Terms of Reference

Nomination Committee Terms of Reference

Remuneration Committee Terms of Reference

Matters Reserved for the Board

 

Board of Directors

Bob Holt OBE, Chairman
Wendy Lawrence, Chief Executive Officer
Lisa Barter, Finance Director
Gloria Cooke, Clinical Quality Director
Michael Steel, Executive Director
Michael Rogers, Non-Executive Director
Tony Bourne, Non-Executive Director
John Charlton, Group Company Secretary

 

THE QUOTED COMPANY ALLIANCE (QCA) CODE

QCA Code Principles The QCA’s notes on application: What the Group does and why
  1. Establish a strategy and business model which promote long-term value for shareholders
The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long-term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future. Totally plc is a leading out-of-hospital healthcare provider. The business operates through three delivery divisions, the third of which was started during the year:
• Urgent Care – Urgent Treatment Centres (“UTCs”) – managing the “front door “ to A&E Departments, NHS 111, GP Out of Hours services and Clinical Assessment Services (“CAS”) telephonic access to multidisciplinary teams of clinicians.
• Planned Care – Community Outpatient Services including specialist dermatology and cardiology, Referral Management Systems (“RMS”) in partnership with the NHS to improve GP referrals, physiotherapy – full musculoskeletal services to GP surgeries, health centres, prisons and gyms – and Health Coaching supporting long-term condition management and early discharge services.
• Insourcing – Totally Healthcare was established in October 2019 to target the insourcing market in the UK and Ireland, and to assist with the reduction of patient waiting lists. The Company’s focus remains on helping patients to avoid hospital and protecting the A&E department.Totally’s strategy is explained fully within our Strategic Report, which is contained within pages 1 to 23 of this Annual Report. The Principal Risks and Uncertainties to the business are detailed on pages 21 and 22 of this Annual Report.
  1. Seek to understand and meet shareholder needs and expectations
Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base.

The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions.

The Board recognises the importance of active shareholder dialogue with both institutional and private shareholders, and this is led by the Chairman and the Chief Executive Officer.
The detail of how the Company addresses these matters is fully contained within the Principle 2 note in the Corporate Governance section of the website at www.totallyplc.com/
investor-relations/corporate-governance. Following both the annual and interim results announcements, meetings are held with analysts, private investors and institutional investors of the Company. The Company’s website also has details of public announcements, Annual and Interim Reports and investor presentations. The Annual General Meeting (“AGM”) of the Company remains a key focus on allowing the Directors to meet with shareholders and to provide an opportunity to give an update on the Company’s performance. It also gives shareholders the opportunity to ask questions of the Directors, either in the formal AGM proceedings or informally after the event.
  1. Take into account wider stakeholder and social responsibilities and their implications for long-term success

Long-term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations.

Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long-term, then those matters must be integrated into the company’s strategy and business model.

Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups.

The Board is conscious that its long-term success depends upon its interaction with its wider stakeholder base – patients, commissioning groups, staff, regulators and the wider community.

Totally plc operates in a heavily regulated sector where its work is subject to independent audit and review by Clinical Commissioning Groups and the Care Quality Commission (“CQC”). Formal or informal feedback is encouraged by staff and from
other stakeholders through, amongst other routes, the Contact Us section of the Company website at www.totallyplc.com.

Regular staff dialogue is maintained through Totally News – a Company-wide newsletter and regular staff meetings.

  1. Embed effective risk management, considering both opportunities and threats, throughout the organization
The board needs to ensure that the company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver strategy; companies need to consider their extended business, including the company’s supply chain, from key suppliers to end-customer.

Setting strategy includes determining the extent of exposure to the identified risks that the company is able to bear and willing to take (risk tolerance and risk appetite).

Details of the risks and uncertainties faced by the Group, and actions to mitigate risk can be found in the Principal Risks and Uncertainties section of this Report and Accounts on pages 21 and 22.

The business operates in a highly regulated market with activities complying to NHS operational and administrative procedures.

Risk management is a core focus of the Board, and this is reviewed at each Board meeting. Detailed feedback is received from each operating subsidiary, together with external regulatory bodies, at these meetings. Formal risk registers for the business are reviewed regularly by the Board. Operational risk and any newly identified risk to the business is also considered.

Regular dialogue is maintained with Commissioning Groups, the CQC, NHS England and with our insurers. The Company maintains appropriate levels of insurance cover.

 

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

QCA Code Principles The QCA’s notes on application: What the Group does and why
  1. Maintain the board as a well-functioning, balanced team led by the chair
The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board.

The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.

The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement.

The board should be supported by committees (e.g. audit, remuneration, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively.

Directors must commit the time necessary to fulfill their roles.

The Board, led by the Chairman, is responsible for the overall management of the Group including the approval and implementation of the Group’s objectives and strategy, budgets, operational performance along with the maintenance of sound internal control, corporate governance and risk management procedures.

The Board of Directors comprises of a Non-Executive Chairman, two further Non-Executive Directors and four Executive Directors. All Non-Executive Directors are considered to be independent. Details of the Directors, including brief biographies, Committee
membership, key strengths and experience, skills and qualifications, can be found on pages 24 and 25 of this Annual Report.

The work of the Board is supported by Audit, Remuneration and Nomination Committees, membership of which is made up of the Non-Executive Directors. There is a formal Schedule of Matters reserved for the Board and this along with the Board Committee terms of reference may be found on this page. The table below summarises the membership of the Board, the Board Committees and the attendance record of the Directors.

 

1 Michael Steel was appointed to the Board on 20 June 2019 and resigned on 10 July 2020.
All Directors are required to commit sufficient time to their respective roles to discharge their duties adequately.

Directors retire by rotation and are subject to re-election
at the AGM of the Company.

The Board has considered the independence of the Non‑Executive Directors and the table below sets out their appointment date and those considered to be independent.

Each of the Directors is subject to either an Executive Service Agreementor a letter of appointment .

 

  1. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities
The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition.

The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board.

As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change.

The Board considers that there is currently an appropriate balance between sector, financial and public market skills and experience at Board level. Directors’ biographies including details of their key strengths and experience and their skills and qualifications can be found on pages 24 and 25 of this Annual Report.

The Directors are mindful of the need to maintain gender and equality balance to the Board.

Sector-specific training for the Directors is maintained through regular business updates from the Executive Directors and briefings from external advisers.

External professional advice has only been sought for routine business matters.

  1. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement
The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors.

The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team.

It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable.

While it had previously been agreed to undertake an internal Board evaluation process during the financial year, the considerable work necessary to achieve the acquisition and integration of the Greenbrook Healthcare business, along with the changes to the plc Board and Senior Management team as a result of that acquisition, meant that the evaluation was deferred.

The Board has agreed that a formal external Board evaluation will be undertaken during the current year. This will take into account both the requirements of the QCA Corporate Governance Code (2018) and the Financial Reporting Council’s Guidance on
Board Effectiveness.

There is a performance evaluation undertaken of all Directors being proposed for re-election to ensure their performance continues to be effective and in the case of Non-Executive Directors that their continuing independence and time commitment to the role is demonstrated.

  1. Promote a corporate culture that is based on ethical values and behaviours
The board should embody and promote a corporate culture that is based on sound ethical values and behaviours and use it as an asset and a source of competitive advantage.

The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company.

The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company.

The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company.

Page 3 of the current Annual Report sets out Totally’s mission and values, all of which underpin how the Group is run. This culture is consistent with the Company’s strategy, further details of which are set out within the Strategic Report section of this Annual Report, on pages 1 to 23.

Given the nature of the Group’s activities, Totally plc is subject to significant external scrutiny from Commissioning Groups and Regulators. The business is fully compliant with all NHS requirements for governance, information security and quality management.
The Company has in place:
• Formalised whistleblowing procedures for staff, contractors and agency staff to raise concerns relating to danger, fraud or other illegal or unethical conduct.
• A Group Anti-Slavery and Human Trafficking policy statement in relation to the Modern Slavery Act 2015.
• A Company Code of Conduct.
• An Anti-Corruption Policy relating to compliance with the Bribery Act 2010.
• Measures to take appropriate actions to comply with the provisions of the Market Abuse Regulations together with a Share Dealing Policy.
• The Group has complied with the provision of statutory information relating to the Gender Pay Gap legislation and Payment Practices regime.

  1. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board
The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:

  • size and complexity; and
  • capacity, appetite and tolerance for risk.

The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.

The Company Secretary works closely with the Chairman and the Chairman of the various Board Committees to ensure that Board procedures, including setting agendas and the timely distribution of papers are complied with and that there are good communication flows between the Board and its Committees, and between senior management and Non-Executive Directors.

There is a formal agenda at each Board meeting which includes an operational update from the Chief Executive Officer, financial updates from the Finance Director and a detailed clinical quality update, including any interface with regulators from the Clinical Quality Director. The reports from the Executive Directors cover all business units within the Group and also covers new business opportunities. Strategic issues are dealt with at each Board meeting by the Chairman.

Within the annual calendar of Board meetings, there is normally an annual budget presentation at which the Senior Management team presents its budget for the forthcoming financial year.

The Non-Executive Directors are encouraged to attend visits to the individual operating businesses to discuss performance and other issues with the management teams.

During the course of the year, other matters considered by the Board have included annual and half-year results announcements, AGM resolutions, interactions with NHS England and the CQC, reports from the Group Clinical Governance Board, principal risks and uncertainties, shareholder communications and
management incentivisation.

Board papers are circulated to the Directors at least three clear business days in advance of the meetings to enable proper consideration of the content of the papers.

The Chairman maintains regular contact with the Non‑Executive Directors outside of formal Board  meetings.

The roles of all Board members are as detailed below:

 

All Directors have access to the support and advice of the Company Secretary as required. Directors are also able to take independent professional advice at the Company’s expense in the furtherance of their duties where considered necessary.

 

Board Committees
There are three Board Committees, all with formally delegated powers – an Audit Committee, a Remuneration Committee and a Nomination Committee. All are chaired by and comprise
of the Non-Executive Directors.

The terms of reference for all Board Committees are reviewed regularly and can be found on the Company website at www.totallyplc.com/investor-relations/corporate-governance.

Committee Chairs attend the Company AGM and are available to answer any questions from shareholders regarding the activities of the Committees.

Build trust

QCA Code Principles The QCA’s notes on application: What the Group does and why
  1. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company.

In particular, appropriate communication and reporting structures should exist between the board and all constituent parts of its shareholder base. This will assist:

  • the communication of shareholders’ views to the board; and
  • the shareholders’ understanding of the unique circumstances and constraints faced by the company.

It should be clear where these communication practices are described (annual report or website).

The Board maintains an active dialogue with institutional and private shareholders and employees – both employee shareholders and others.

The Company’s website includes a specific Investor Relations section containing all RNS announcements, share price information and details of significant shareholders, corporate
governance and annual documents are available for download at www.totallyplc.com/investor-relations.

The website also provides details for contacting the Company on any issues.

The AGM remains an important opportunity for the Board to engage with shareholders. Formal questions may be tabled to the Board during the AGM, or asked informally in conversation after the AGM.

There is feedback to the full Board of any shareholder interaction at each Board meeting.

This year’s AGM will be held on Monday 7 September 2020, and full details of venue and resolutions proposed may be found in the Notice of Meeting enclosed with these accounts or on the Company website.

Approved by order of the Board.