Corporate Governance

Our Governance Structure

The Group's primary decision-making body is the Board. It is accountable to shareholders for the Group's financial and operational performance, and is responsible for setting the strategy and ensuring that risk is managed effectively. The Board maintains a schedule of items, which it is required to consider and approve, to be reviewed regularly and updated to reflect developments in corporate governance and emerging practice.

Board Committees

The Board has delegated certain responsibilities to a number of committees. The Board retains overall accountability and the Committee Chairs are responsible for reporting back to the Board on the Committees’ activities.

Minutes of the Committees’ meetings are made available to all directors on the web-based Board portal.

Audit Committee

Chaired by Warren Tucker

Oversees financial reporting, internal financial controls and risk management systems, the risk management process, the internal audit function and the Group’s relationship with the external auditors.

Remuneration Committee

Chaired by Sybella Stanley

Recommends the Group’s remuneration policy for executive directors. Sets and monitors the level and structure of remuneration for the executive directors and other senior executives. Sets the Chair’s fee.

Nominations Committee

Chaired by David Hearn

Makes recommendations to the Board regarding the structure, size, composition and succession needs of the Board and its Committees. Reviews the performance of the Executive Directors. Oversees succession planning for directors and senior management.

Committee Terms of Reference

Investors - Corporate Governance - Key Roles

Key Roles

Chair

Responsible for the effective operation, leadership and governance of the Board
- Chairs Board meetings, Nominations Committee meetings and the Annual General Meeting
- Sets the Board agenda with the Chief Executive and Company Secretary
- Facilitates active engagement by all Directors
- Sets the style and tone of Board discussions
- Ensures the Directors receive accurate, timely and clear information

Chief Executive

Responsible for proposing strategy to the Board and delivering it
- Runs the business
- Communicates within the organisation the Board's expectation with regard to culture, values and behaviours
- Ensures the Board is aware of current business issues

Corporate Governance Downloads

Statements under section 172 of the Companies Act 2006

In accordance with the Companies Act 2006, Tate & Lyle PLC and some of its subsidiaries are required to prepare a statement in their Strategic Reports which describes how the directors have discharged their duty to promote the success of the company for the benefit of its members as a whole, while having regard to the matters set out in section 172(1) (a) to (f).

Tate & Lyle PLC’s section 172 statement is included in its 2023 Annual Report from page 93.

The section 172(1) statement for Tate & Lyle Mold UK Limited from the most recently approved accounts is set out below:

When making decisions, the Directors have regard to the matters set out in section 172 of the Companies Act 2006 and seek to take the course of action that it considers best leads to the success of the Company over the long term, and for the benefit of its shareholder as a whole.

The Company is a subsidiary of Tate & Lyle PLC, and the Company’s key stakeholders are its ultimate beneficial owner, Tate & Lyle PLC, related Tate & Lyle subsidiaries and the stakeholder groups set out in Tate & Lyle PLC’s 2022 Annual Report.

Most engagement with the Company’s key stakeholders is integrated within the governance framework of the Group, and the Directors are mindful of the Company’s strategic priorities and alignment with the Group’s overarching purpose, strategy, culture and values. Engagement with the ultimate shareholder, Tate & Lyle PLC, is principally effected through the Executive Committee of the Group. From time to time, members of the Company’s Board provide updates on business and operational performance, environment, safety and people matters to the Executive Committee. When there are circumstances where the Company itself judges that it should engage directly with certain stakeholder groups or on certain issues, the size and spread of both the Company’s stakeholders and the Group means that most stakeholder engagement takes place at a Group level.

Further details on how the Group engaged with its stakeholders including suppliers, customers and others in business relationships, can be found in the 2022 Annual Report for Tate & Lyle PLC on pages 90 to 94


The section 172(1) statement for Tate & Lyle International Finance PLC from the most recently approved accounts is set out below:

When making decisions, the Directors have regard to the matters set out in section 172 of the Companies Act 2006 and seek to take the course of action that it considers best leads to the success of the Company over the long term, and for the benefit of its shareholder as a whole.

The Company is a subsidiary of Tate & Lyle PLC, and the Company’s key stakeholders are its ultimate beneficial owner, Tate & Lyle PLC, related Tate & Lyle subsidiaries and the stakeholder groups set out in Tate & Lyle PLC’s 2023 Annual Report.

Most engagement with the Company’s key stakeholders is integrated within the governance framework of the Group, and the Directors are mindful of the Company’s strategic priorities and alignment with the Group’s overarching purpose, strategy, culture and values. Engagement with the ultimate shareholder, Tate & Lyle PLC, is principally effected through the Executive Committee of the Group. From time to time, members of the Company’s Board provide updates on business and operational performance, environment, safety and people matters to the Executive Committee. When there are circumstances where the Company itself judges that it should engage directly with certain stakeholder groups or on certain issues, the size and spread of both the Company’s stakeholders and the Group means that most stakeholder engagement takes place at a Group level.

Further details on how the Group engaged with its stakeholders including suppliers, customers and others in business relationships, can be found in the 2023 Annual Report for Tate & Lyle PLC on pages 88 to 92

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