John Nicholas


On behalf of the Board I am delighted to present the Company’s Corporate Governance Report for the year ended 30 September 2021, which will be my last report as your Chairman. One of the significant aspects of my role as Chairman is to ensure that our Group’s governance is appropriately robust, and that the Board operates effectively. The Board plays a critical role in ensuring that every part of our Group conducts its business in a manner which is consistent with the highest standards of corporate governance and ethical behaviour. We will only fulfil our purpose of creating value for all our stakeholders if we maintain strong corporate governance. A sound corporate governance framework is key to ensuring sustainable long-term success; we are also very conscious that effective governance is not purely a matter of regulatory compliance but encompasses many issues including operating with integrity and honesty, valuing diversity and enabling better decision-making through inclusion to ensure we balance the needs of all stakeholders and operate in a fair and transparent manner.

2021 has been characterised by significant strategic progress and strong financial results. The world in which we live is changing rapidly, and the Covid-19 pandemic has served to accelerate a number of megatrends. During the year, the Board has discussed learnings from the pandemic, including new ways of working and the opportunity to accelerate certain aspects of the strategy. This included the ever-increasing scrutiny of the role of corporates in society. In this context, I am particularly proud of the progress we have made with our environmental, social and governance (“ESG”) agenda, Delivering Value Responsibly (“DVR”) over the last year. We are cognisant that to ensure the success of our DVR programme we must continue to be true to our essential values, consistently balancing the interests of all our stakeholders. Increasing our positive impact enables our businesses to grow sustainably in a way that is environmentally, socially and ethically responsible.

Board succession remains a key area of activity and focus. Following the retirement of Charles Packshaw at our Annual General Meeting (“AGM”) on 20 January 2021, Anne Thorburn assumed the role of Senior Independent Director. We also welcomed Dean Finch to the Board and its Committees on 21 May 2021. In accordance with the provisions of the Code, I have announced my intention to retire from the Board at our 2022 AGM. Following a comprehensive selection process, David Lowden was appointed as Chairman designate on 19 October 2021, and, subject to your approval, will take over from me at the conclusion of the AGM on 19 January 2022. I would like to welcome both Dean and David to the Board; I am sure that their contribution will be extremely valuable as the Group continues to evolve and grow.

A key aspect of good governance is for the Board itself to continually think on how it carries out its varied roles and focus on continually improving its effectiveness. We assess the effectiveness of our Board, its Committees and Board members each year and in respect of 2021, in line with the 2018 UK Governance Code, the Board effectiveness review was externally facilitated. This evaluation has also enabled the Board to identify opportunities for it to further improve its effectiveness; more detail on the results of the evaluation and areas of agreed focus are detailed on pages 65 to 66.

Our AGM will be held on Wednesday, 19 January 2022. I hope that as shareholders in the Company, you will be able to attend to meet with the Board of Directors and discuss any matters you feel are important to the future success of the Group.

It has been a privilege to serve as your Chairman, and I would like to thank my fellow Directors, as well as colleagues throughout Diploma, for their contributions and support. I am proud of what we have achieved during my tenure, and of the Executive Team’s success in delivering on the strategy. I am confident that the robust corporate governance framework in place will continue to support the Group in continuing to deliver value for all its stakeholders.


Read the full Corporate Governance Report 2021