2.05 2024 People Committee attendance table leaves out the former Chair, a member until [date]
UK Company B · a UK-listed technology and logistics group · Compliance or disclosure gap
In brief
The 2024 People Committee report says the former Chair stepped down from the Board and the People Committee on [date], but its '[wording masked]' table has no row for him. The Committee met 6 times, and none of those meetings took place after [date]. The same report lists him under 'Past Directors' in the Board attendance table (10/11), and the 2025 report lists a Committee member who left during that year. The Board states that it complied with all provisions of the 2018 UK Corporate Governance Code (the Code), which asks for each director's attendance at committee meetings.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2024, page 109; Annual Report 2025, page 117; Annual Report 2024, page 97; Annual Report 2024, page 91. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows p.109: '[name] stepped [wording masked] [date]'; the attendance table shows the Committee Chair 6/6 and the new Chair 'N/A' ('[wording masked]') but no row for the former Chair. p.97: '[name] (Chair) 10/11' under Past Directors (Board meetings only). p.91: 'complied with all the provisions of the Code throughout the year'. | What the rule requires The People Committee table should show the former Chair as a past member, with the meetings he attended out of those he could have attended (as the Board table does, and as the 2025 report does for a member who left), with a footnote on any meetings he did not attend because his own succession was discussed; or the compliance statement should explain the departure from Provision 14. |
The rule
UK Corporate Governance Code 2018, Provision 14
Version relied on: UK Corporate Governance Code, FRC, July 2018; applies to financial years beginning from January 2019 (the 2024 edition applies from January 2025)
The annual report should set out the number of meetings of the board and its committees, and the individual attendance by directors.
UK Listing Rules, UKLR 6.6.6R(6)
Version relied on: FCA Handbook, UK Listing Rules (UKLR), in force from July 2024, as at the financial year end
a statement as to whether the listed company has: (a) complied throughout the accounting period with all relevant provisions set out in the UK Corporate Governance Code
Why it applies here: Provision 14 of the 2018 Code asks the annual report to set out the number of committee meetings and the individual attendance by directors;
Why it matters
- Shareholders cannot see the former Chair's participation in the Committee that ran his own succession in 2024.
- The statement of full compliance with the Code is inaccurate in this small respect.
Shareholders cannot see the former Chair's participation in the Committee that ran his own succession in 2024, and the statement of full compliance with the Code is inaccurate in this small respect.
Exposure
No penalty attaches to a Code attendance disclosure; the realistic consequence is a correction or an added past-member row in the next report.
Our workings
the People Committee report for the year ended [date] records that the former Chair left the Board and the Committee on [date]. Its attendance table lists the Committee Chair at 6/6 and the incoming Chair, who joined on [date], as 'N/A' because no meeting took place after he joined; there is no row, and no footnote, for the former Chair. The Board attendance table on p.97 shows him as a past Director at 10/11, and the 2025 report shows a member who left on [date] with an asterisk.
the Committee held 6 meetings in the year and 0 after [date], so all 6 took place before [date], while the former Chair was still a member (his membership ended on [date]).
UK Listing Rule 6.6.6R(6) then requires a statement of whether every relevant provision was complied with throughout the period, and if not, which, for what period and why. The company states full compliance, so the attendance disclosure for every director who sat on the Committee in the year is part of what that statement covers. The grey area is whether 'individual attendance by directors' extends to a director who left before the year end; the company's own practice answers it, because it shows past Directors on the Board table and a departed member on the 2025 Committee table. We do not know the date he joined the Committee, so we do not say how many of the 6 meetings he could have attended; the point is that his row is missing.
| Item | Figure | Source |
|---|---|---|
| People Committee meetings in the year (Committee Chair attended all) | 6/6 | 2024 report p.109 |
| Meetings after the new Chair joined on [date] | 0 ('[wording masked]') | 2024 report p.109 |
| Meetings held before [date] | 6 - 0 = 6 | computed |
| Former Chair's membership of the Committee ended | [date] | 2024 report p.109 |
| Former Chair's row in the Committee table | not shown | 2024 report p.109 (image) |
Management’s best defence, and our reply
The company could argue that the main business of the People Committee in 2024 was finding the former Chair's successor, so he was rightly absent from much of it and an attendance figure would mislead; and that his overall attendance is already shown in the Board table on p.97. It could add that one missing row does not make the compliance statement untrue in any way that matters to shareholders. However, the report itself says he was a Committee member until [date], it shows the incoming Chair as 'N/A' rather than leaving him out, and the 2025 report keeps a departed member in the same table; recusal is explained by a footnote, not by deleting the row. The point stands at low severity.
The fix
- Add to the People Committee table: 'Past members: [name] (to [date]) x/y', with a footnote on any meeting he did not attend because his own succession was being discussed.
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | The former Chair was [wording masked] until [date] | Document | Annual Report 2024, page 109 |
| 2 | The Committee held 6 meetings in the year; the table that follows lists members without the former Chair | Document | Annual Report 2024, page 109 |
| 3 | Footnote to the new Chair's 'N/A' row (joined [date]): no meeting was held after that date, so all 6 were held while the former Chair was a member | Document | Annual Report 2024, page 109 |
| 4 | The Board attendance table does show the former Chair under 'Past Directors' | Document | Annual Report 2024, page 97 |
| 5 | The Board's statement of full compliance with the 2018 Code | Document | Annual Report 2024, page 91 |
| 6 | 2025 report: footnote to the Committee attendance table recording that a member left during the year | Document | Annual Report 2025, page 117 |
| 7 | 2025 report: the member who left during the year keeps her row in the People Committee attendance table (4/4, with an asterisk) | Document | Annual Report 2025, page 117 |
Absence check
- Document
- Annual Report 2024
- Where it would appear
- [wording masked]
- What is missing
- A row for the former Chair (a member until [date]) showing People Committee meetings attended out of those he could have attended
- Pages looked at
- Annual Report [amount].109 (People Committee table) and p.97 (Board attendance table) page images
- Result
- '[name]' hits p.6, [n]: the Chair's letter, the Chair's governance statement, Changes to the Board, the Board attendance table (Board meetings, not Committee meetings), the effectiveness review timeline, the Committee-changes note on the same page, the Chair succession case study and the remuneration tables; none gives his People Committee attendance. 'Past Directors' hits p.97 (Board table) and p.143 (payments to past Directors). 'meetings attended' hits the Board, People Committee, Audit Committee and Remuneration Committee tables; only the Board table lists him. 'People Committee' hits the committee report, the governance framework and biographies; none carries an attendance figure for him.
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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