CORPORATE GOVERNANCE STATEMENT

Introduction

  • During the financial period ending 28 February 2021, under The Companies (Miscellaneous Reporting) Regulations 2018, Mountain Warehouse has applied the Wates Corporate Governance Principles for Large Private Companies (published by the Financial Reporting Council (FRC) in December 2019 and available on the FRC website. The narrative below sets out how the Principles have been applied over the past financial year.

Principle 1: Purpose and Leadership

  • Mountain Warehouse was founded in 1997 to make the outdoors accessible to everyone by offering value for money product and exemplary customer service. The company’s expansion since then has seen the brand grow and the product evolve, and today is an international operation.
  • The Company’s purpose is to deliver long term sustainable value for its shareholders by providing its customers with value for money, functional outdoor clothing and equipment. In delivering this, the Group seeks to ensure compliance with applicable laws and regulations and to maintain a culture of continuous improvement and entrepreneurship.
  • The founder still owns a significant majority of the shares of the Group and plays an active day to day role in the strategy and stewardship of the Group.
  • The Board are responsible for ensuring that the strategy of the Group promotes the purpose of the Group.

Principle 2: Board Composition


  • The Board is comprised of an Independent Non-Executive Director, Chief Executive Officer, Chief Commercial Officer, Chief Financial and Operating Officer, Chief Technology Officer, Company Secretary and two Directors from Inflexion Partnership Capital LLP, who hold a minority stake in the Group.
  • The Board believes the size and composition of the Board is appropriate for the ownership structure, size and scope of operations and contains sufficiently diverse skills and experience to ensure a balance of opinions are received on the matters it is required to consider.
  • The duties of the Board are partially executed through monthly Board meetings, which are chaired by the Independent Non-Executive Director. Minutes of the meeting and key actions are documented and agreed by the Board.
  • The Board sets the strategic goals for the business, which are based upon taking a long term, sustainable view. This is supported by a business operating plan which is developed concurrently with the Company’s Management Board.

Principle 3: Directors Responsibilities

  • The Board are responsible for managing the affairs of the Company in a manner that is most likely to promote the success of the Company for the benefit of the shareholders and in a way that is consistent with the applicable compliance requirements.
  • The Board meet at least monthly and receive a detailed pack in advance of each meeting. This contains progress against the business strategic plan, periodic financial reporting and cyclical review of significant business areas.
  • A wider Management Board, to whom day to day management of the Company is delegated, meets at least weekly. Decisions may be made on a daily basis by this senior management team, using their extensive knowledge and industry experience. Such members of staff have a clear understanding of the limits of their authority and lines of accountability to their more senior reports and know when decisions should be escalated for Board approval.
  • Key financial information is collated from the company’s various accounting systems. The finance function is appropriately qualified to ensure the integrity of the information provided. Financial information is currently audited by EY on an annual basis.
  • Other data is also reviewed on a periodic basis, ranging from monthly to annually as appropriate, and includes employee data, customer data, and CSR KPIs.

Principle 4: Opportunity and Risk

  • The Group is committed to maintaining a transparent, honest, and co-operative relationship with HMRC.
  • All correspondence is dealt with in a timely manner and in the event of any identified error(s) arising, full disclosure, where required by law will be made to HMRC.

Principle 5: Remuneration

  • Director remuneration structures reward based on both the overall performance of the Group and individual performance.
  • All salaries greater than £100k are approved by the Board. For salaries under £100k, remuneration is agreed by a People sub-committee.

Principle 6: Stakeholder relationships and engagement

  • The Board of Directors are responsible for leading stakeholder engagement.
  • The Directors consider that the following groups are the Company’s key stakeholders: employees, customers, investors, suppliers and the communities with which we interact. We refer to section 172(1) statement in the directors’ report (directors’ duty to promote the success of the company for the benefit of its members as a whole, having regard to it other stakeholders).
  • The Board seeks to understand the respective interests of such stakeholder groups so that these may be properly considered in the Board’s decisions. This is done through various methods which include direct engagement by Board members; through the provision of reports and updates, and through feedback mechanisms.