Corporate Governance

Corporate Governance

Chairman

Robert Watson is one of Hilton’s founders and as such has an intimate knowledge of the business as well as having relationships with key decision makers at supermarket retailing businesses around the world. He has held senior Hilton Board positions since 2002 and during that time has guided the Group to significant continuous and sustainable growth including a successful flotation in 2007. This success is illustrated by the trend of Hilton’s total shareholder return over the past ten years to 2020 which shows average compound annual growth of 19.0% compared with 8.5% achieved by the FTSE 250 Index. A further indicator of Hilton’s enduring success is the average compound annual growth in Hilton’s adjusted operating profit which, in the 14 years since flotation, is over 11.1%.

Robert joined Hilton initially as Chief Executive and during 2018 transitioned to Executive Chairman. On 1 January 2021 he moved into a non-executive capacity following the completion of the Australian joint venture transition period in which he played a key role. This transition path has been discussed with Hilton’s major shareholders over a number of years to ensure both openness and transparency and to gauge their views. They have been supportive of these changes to date and Hilton will continue to engage with them in the future to ensure that this remains the case.

Robert has been instrumental in Hilton’s success over a prolonged period and Hilton’s other Directors are of the strong view that Robert’s knowledge and experience within the business can contribute to our further growth and success in the future. The Board believes that he has demonstrated, and will continue to demonstrate, objective judgment that is in the best interests of the Company. The Board believes that he has, since moving to Non-Executive Chairman, distinguished himself by critically scrutinising decisions purely on the basis of his extensive knowledge of the Company, its history, the industry in which it operates and its stakeholders. He has shown that he is able to chair and monitor the Company without prejudice and that he is impartial his judgement and voting behaviour. He is also supported in this by a strong Senior Independent Director.

In view of the above, the Board are of the strong view that there are valid exceptional circumstances envisaged by the UK Corporate Governance Code which are in the best interests of the Company and its stakeholders for Robert to continue as Hilton’s Chairman. We do also appreciate stakeholder concerns to ensure appropriate governance and specifically with regard to the balance of the Hilton Board. Following the appointment of Rebecca Shelley in 2020 the Board comprises a majority of independent Non-Executive Directors.

Non-Executive Directors

The terms and conditions of appointment of non-executive directors are available for inspection by appointment at the registered office during normal business hours and at the AGM.

Remuneration Consultants

Hilton Food Group plc has appointed remuneration consultants, FIT Remuneration Consultants LLP, who have no other connection to Hilton Food Group plc

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Audit Committee -Terms of Reference

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Nomination Committee - Terms of Reference

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Remuneration Committee - Terms of Reference

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Hilton Tax Strategy

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Whistleblowing Policy

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Anti-Bribery and Anti-Corruption Policy

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