Corporate governance

The Board is committed to the pursuit and maintenance of very high standards of corporate governance and the promotion of ethical and sustainable values and behaviours across the organisation. For further and more detailed explanations of how the Group applies principle 2, see the Section 172 Statement on pages 24 to 27 and the Sustainability Report  on pages 32 to 37 in the latest Annual Report.

You can also also read more about our commitment to building social value and operating repsonsibly on our customer and patient website: https://www.totallygroup.com/our-commitments/ 

The Company is committed to communicating openly with shareholders through announcements via our RNS and presentations to analysts, private investors and institutional investors. The Company also hosts investor presentations open to all shareholders through the Investor Meet Company platform with the opportunity to ask questions. 

The Chair of the Board and CEO engage with major shareholders and potential investors directly and indirectly throughout the year, and provides regular and detailed feedback to the Board after each consultation. 

The Company's Executive and Non-Executive Directors are given regular updates as to the views of institutional shareholders and changes to significant shareholdings through research carried out querterly by the Group's broker and adviser, and receive feedback from full and half year results announcmeents from the Executive team.   The Company's AGM is an opportunity for all shareholders to meet and question the Directors.

For further and more detailed explanation of how the Group applies principle 3, see the Section 172 Statement on pages 24 to 27 and the Statement of Corporate Governance on pages 50 to 53 of the latest Annual Report.

The Board is conscious that our long-term success depends upon our interaction with our wider stakeholder base: patients, commissioners and corporate customers, our people, regulators and the wider community. We summarise the Group’s stakeholder engagement on pages 24 to 27 and how the organisation seeks to build social value and empower its people on pages 32 to 35 of our latest Annual Report.

The Group has implemented a risk management framework and management structure that ensure risks are identified, assessed and mitigated where possible. The Company also maintains appropriate levels of insurance cover. For further and more detailed explanations of how the Group applies principle 4, see the principal risks and uncertainties section on pages 42 to 45 of the latest Annual Report.

The Board is supported by its Committees – Audit, Nomination and Remuneration – each of which is chaired by an independent Non-Executive Director with relevant expertise as detailed on pages 46 and 47 of the latest Annual Report and on our leadership page.

The Board and Committees were well attended by all Board members during the year.  The Nomination Committee is satisfied that each Director commits the time necessary to fulfil their roles effectively.

For further information and a more detailed explanation of how the Group applies principle 6, see the Statement of Corporate Governance on pages 50 to 53 and individual Committee reports on pages 54 to 60 of the latest Annual Report.

Governance framework

The Board of Directors is collectively responsible to the Group’s shareholders for the long-term success of the Group. This responsibility includes matters of strategy, performance, resources, standards of conduct and accountability as well as having regard for our employees, customers, patients and suppliers and the impact of our activities on both the environment and the communities in which we operate. The Board also has ultimate responsibility for corporate governance, which it discharges either directly or through its Committees.

Activities of the Board

Whilst the Board may delegate day to day management to the Executive Directors, subject to formal delegated authority limits, certain matters are reserved for full Board approval.

The Board, led by the Chair, is responsible for the overall management of the Group, including: the setting of strategic aims; ensuring an appropriate system of governance is in place; setting risk appetite; making sure the organisation is adequately resourced; maintenance of sound internal control, corporate governance and risk management procedures; and the setting of Company values and driving a positive Company culture.

Board Committees

Certain matters are delegated to the Board’s three Committees (Nomination, Audit and Remuneration), which will consider and manage them in accordance with their terms of reference which can be found on the Company website. Each Committee is chaired by and comprises the Non-Executive Directors. Key responsibilities of each Committee can be found within the latest Annual Report on pages 54 to 60.

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

Division of responsibilities

The Group strives for a clear division of responsibilities and the table below outlines the Directors’ roles and remits. Information on the Directors’ range of skills including details of their technical and/or financial experience and expertise brought to the Board can be found in the latest Annual Report on pages 46 and 47.

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.

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 meetings
The Board meets regularly throughout the year. The Board retains the services of a Company Secretary and Board and Committee papers are distributed three days in advance of the scheduled meetings to enable proper consideration of the content of the papers.

There is a formal agenda for each Board meeting which includes an operational update from the Chief Executive Officer, financial updates from the Chief Financial Officer and a detailed clinical update from the Medical Director, including any update on discussion with regulators. The reports from the Executive Directors cover all delivery businesses within Totally and new business opportunities. Strategic issues are dealt with at each Board meeting by the Chair.

Within the annual calendar of Board meetings, there is normally an annual budget presentation at which the Executive team presents its budget for the forthcoming financial year.  During the course of the year, other matters considered by the Board include annual and half-year results announcements, AGM resolutions, interactions with NHS England and the CQC, cost saving initiatives and restructuring, reports from the Group Clinical Governance Board, principal risks and uncertainties, shareholder communications and management incentivisation.

The Chair of the Board maintains regular contact with the Non-Executive Directors outside of formal Board meetings. Debate and discussion at Board and Committee meetings are encouraged to be open, challenging and constructive.

Further information is available within our Statement of Corporate Governance on pages 50 to 53 of our latest Annual Report. 

Board Composition

The Board considers there is currently an appropriate balance between healthcare sector, financial and public market experience at Board level. A biography of each Director in office at the date of signing is set out in the latest Annual Report on pages 46 and 47 of the latest annual report and can be viewed on the website at https://www.totallyplc.com/about-us/our-leadership/ 

Directors' induction, training and development

Following appointment to the Board, all new Directors receive an induction tailored to their individual requirements. These inductions cover some or all of the following (depending on the individual Director’s experience and what is appropriate for their role):

• Board and governance: including the Board’s calendar; procedures, including meeting protocols; Committee activities and terms of reference; and matters reserved for the Board;

• Business introduction: the nature of the Group, its business, markets and its relationships; meetings with the relevant operational and functional senior management; and overviews of the business via monthly reports;

• Finance: budget and forecast papers; and analyst and investor overviews;

• Risk: the Group’s approach to risk management; and

• Other: meetings with the Company’s official appointed advisers including registrar, solicitor, auditor, broker and nominated adviser (“NOMAD”).

Sector specific training for the Directors is maintained through regular business updates from the Executive Directors and briefings from external advisers. During each year, Non-Executive Directors are also encouraged to attend visits to the individual operating businesses to discuss performance and other issues with the management teams.

The Board and its Committees review their skills, experience, independence and knowledge to enable the discharge of their duties and responsibilities effectively. How the Board remains informed of this engagement can be found on page 52 of the latest Annual Report.

Board performance review
The Board and its Committees review their skills, experience, independence and knowledge to enable the discharge of their duties and responsibilities effectively. An external Board performance review is conducted every three years in accordance with the Financial Reporting Council’s Code of Governance (provision 21). The most recent Board review was conducted in 2022 and concluded that the Board was well governed and well led, working in an open and direct way.

Each year, a performance evaluation is 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 are demonstrated. Actions identified in the most recent review include the replacement of the Non-Executive Chair and Directors who have each served three terms of three years.

During the year ending 31 March 2024, Bob Holt, Non-Executive Chairman, resigned from the Board with effect from 31 December 2023 and Simon Stilwell took up the position of Chair of the Board on 1 January 2024. On 24 July 2024 we announced the appointment of Bob Forsyth as Non-Executive Director and Audit Committee Chair, replacing Mike Rogers. At the date of update a search is currently underway to replace Tony Bourne who will have completed three terms of three years in October 2024; in doing so we will consider the necessary mix of expertise, skills and capabilities to support the Company.

The Board remains mindful of the need to maintain gender and equality balance on the Board.

Further information is detailed within our Statement of Corporate Governance on pages 50 to 53 of the latest Annual Report.

During the year a new bonus structure was put in place for executive management and senior management to support the delivery and attainment of the Company’s objectives. Further details can be found in the Remuneration Report on pages 58 to 60 of the latest Annual Report.

Engaging with our stakeholders is key to a successful business and is an ongoing part of managing our business. We summarise how we engage with shareholders and key stakeholders in the Section 172 Statement on pages 24 to 27 of the latest Annual Report.

The outcomes of all vites undertaken at general meetings are published via RNS and available on the website regultory news section: https://www.totallyplc.com/investors/regulatory-news/ 

Historial annual reports, investor presentations and other governance related materials, including notices of all general meetings over the last five years are availlable on this website: https://www.totallyplc.com/investors/results-reports-and-presentations/