QCA Code Compliance

Please find details of our application to the QCA Code, set out below:

1. PRINCIPAL: ESTABLISH A STRATEGY AND BUSINESS MODEL WHICH PROMOTE LONG-TERM VALUE FOR SHAREHOLDERS

The Board is collectively responsible for the overall leadership of the Company and for setting its values and standards. It approves the Company’s strategic aims and objectives, is responsible for all major policy decisions, and oversees their delivery. Our business model prioritises the long-term value of our Shareholders. Our strategy is grounded in the deep understanding we have of our diverse customer base, enabling us to identify and capitalise on new opportunities even when faced with challenges. Our vision of “championing inclusion to become the most loved and trusted fashion retailer” continues to be central to our strategic decision. Our Board places significant emphasis on expanding our business with a view to driving growth and delivering value to our Shareholders. This focus on growth and value creation is integral to our strategy, which is reviewed regularly by the Board to ensure it remains aligned with our long-term goals.

2. PRINCIPAL: SEEK TO UNDERSTAND AND MEET SHAREHOLDER NEEDS AND EXPECTATIONS

Investors play a major and vital role in the success of the Company; they are the providers of capital without whom we could not grow or invest for future development. We engage with our Shareholders and investors via:

• The Company’s Annual General Meeting.

• Meetings with Shareholders and proxy advisors.

• Publication of Stock Exchange announcements, press releases, trading results and statements, and annual reports.


3. PRINCIPAL: TAKE INTO ACCOUNT WIDER STAKEHOLDER AND SOCIAL RESPONSIBILITIES AND THEIR IMPLICATIONS FOR LONG-TERM SUCCESS

The Board is mindful that our success relies on our ability to engage meaningfully with stakeholders, taking their views into account when making decisions on behalf of the Company. By understanding our stakeholders, we can ensure that an appropriately diverse range of needs and concerns is considered in both the day-to-day running of the business as well as in our longer-term strategy. Methods and level of engagement vary according to the stakeholder group being addressed and involve the Board, Executive Leadership Team and colleagues as required. The Company engages both proactively and reactively with stakeholders.


4. PRINCIPAL: EMBED EFFECTIVE RISK MANAGEMENT, CONSIDERING BOTH OPPORTUNITIES AND THREATS, THROUGHOUT THE ORGANISATION

The Board maintains a continuous process for identifying, evaluating and managing risk as part of its overall responsibility for maintaining internal controls and the Risk Management Framework. They are supported by the Audit and Risk Committee and the Financial Services Committee.

During the year, we continued to enhance our risk management practices and to strengthen the N Brown Risk Management Framework (‘RMF’). The RMF enables us to maintain robust governance over risk management activities across the business to underpin a standardised approach to managing risks.

5. PRINCIPAL: MAINTAIN THE BOARD AS A WELLFUNCTIONING, BALANCED TEAM LED BY THE CHAIR

All Board members have clearly defined roles and responsibilities, which are articulated in the matters reserved for the Board and the Committee terms of reference. These can be found on the Company’s website. Of the eight Board directors, six are Non-Executive Directors and of those, four are considered to be independent. Effort is made to ensure that Board and Committee meetings are productive with a focus on open and constructive communication.

6. PRINCIPAL: ENSURE THAT BETWEEN THEM THE DIRECTORS HAVE THE NECESSARY UP-TO-DATE EXPERIENCE, SKILLS AND CAPABILITIES

The Board has an appropriate combination of skills, experience, and knowledge to discharge their duties to the best of their ability. Directors have the opportunity for online and in-person training. The Nominations Committee has the delegated authority to review the structure, size and composition of the Board and to make recommendations to the Board with regard to appropriate changes. Appointments to the Board are made solely on merit, based on the skills and experience offered by the candidate, and required by the role. This ensures that all appointees have the best mix of skills and time to devote themselves effectively to the business of the Board.

7. PRINCIPAL: EVALUATE BOARD PERFORMANCE BASED ON CLEAR AND RELEVANT OBJECTIVES, SEEKING CONTINUOUS IMPROVEMENT

In FY24, the Board took part in an external Board and Committee evaluation, results of which can be found on page 55.


8. PRINCIPAL: PROMOTE A CORPORATE CULTURE THAT IS BASED ON ETHICAL VALUES AND BEHAVIOURS

The Board is responsible for establishing the Company’s purpose, values, and strategy, and satisfies itself that these and its culture are aligned. Board Directors act with integrity, lead by example, and promote the desired culture of the business.

9. PRINCIPAL: MAINTAIN GOVERNANCE STRUCTURES AND PROCESSES THAT ARE FIT FOR PURPOSE AND SUPPORT GOOD DECISION-MAKING BY THE BOARD

The Board believes that good corporate governance enhances corporate performance and accountability. It creates an environment that improves leadership, accountability, effectiveness and better decision-making. The QCA Code, developed specifically for AIM listed companies, provides companies with a robust framework of management and operation grounded in the principles of transparency, accountability, and effective communication with Shareholders.

10. PRINCIPAL: COMMUNICATE HOW THE COMPANY IS GOVERNED AND IS PERFORMING BY MAINTAINING A DIALOGUE WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS

The Company communicates with Shareholders through trading updates and stock exchange RNS announcements. The Annual Report is a key form of communication with Shareholders but we also keep our website up to date with a range of information, including:

• Investor news;

• Annual AGM information, including results, from 2011 inclusive;

• Current and historic annual reports from 2011 inclusive;

• All RNS announcements from July 1999; and

• Any other information the Company feels it is in the best interests of the Shareholders to know.

 

The Board is aware of the new QCA Code (2023), and will seek to adopt this new Code in respect of accounting periods commencing on or after 01 April 2024

Board

SCHEDULE OF MATTERS RESERVED FOR THE BOARD

This schedule sets out those matters that the board of directors (the "Board") of N Brown Group plc (the "Company") has reserved for decision by the Board as a whole rather than through delegation to committees of the Board or to individual directors of the Company.

In this schedule, "Group" means the Company and its subsidiaries and subsidiary undertakings for the time being. Other terms used are set out at the end of this schedule.

In addition to the matters set out in this schedule, the Board will receive reports and recommendations from time to time on any matter which it considers significant to the Group.

The following matters are reserved for the Board:

1. Strategy and management
1.1 Responsibility for the overall leadership of the Group and establishing the Group's purposes, its values and its strategy, and ensuring these and its culture are aligned.
1.2 Approval of the Group’s strategic aims and objectives.
1.3 Approvals of the annual operating and capital expenditure budgets and any material changes to them.
1.4 Oversight of the Group’s operations ensuring:
  • competent and prudent management;
  • sound planning;
  • maintenance of sound management and internal control systems;
  • adequate accounting and other records; and
  • compliance with statutory and regulatory obligations.
1.5 Review of performance in the light of the Group’s strategic aims, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.
1.6 Extension of the Group’s activities into new business or geographic areas.
1.7 Any decision to cease to operate all or any material part of the Group’s business.
2. Structure and capital
2.1 Changes relating to the Group’s capital structure including reduction of capital, share issues (except under employee share plans), share buy backs including the use of treasury shares.
2.2 Major changes to the Group’s corporate structure, including, but not limited to acquisitions and disposals of shares which are material relative to the size of the group in question (taking into account initial and deferred consideration).
2.3 Changes to the Group’s management and control structure.
2.4 Any changes to the Company’s listing on AIM or its status as a plc.
3. Financial reporting and controls
3.1 Approval of the half-yearly report and any preliminary announcement of the final results.
3.2 Approval of the Annual Report and Accounts, including the corporate governance statement, any directors’ remuneration report and the section 172 statement.
3.3 Approval of the dividend policy.
3.4 Declaration of the interim dividend and recommendation of the final dividend.
3.5 Approval of any significant changes in accounting policies or practices.
3.6 Approval of treasury policies including foreign currency exposure and the use of financial derivatives.
3.7 Approval of material unbudgeted capital or operating expenditures (outside pre-determined tolerances).
4. Risk Management and Internal controls
4.1 Ensuring establishment and maintenance of a sound system of internal control and risk management including:
  • Approving the Company/Group’s risk appetite statements;
  • Receiving reports on, and reviewing annually the effectiveness of, the Group’s risk management and internal control processes to support its strategy and objectives;
  • Approving procedures for the detection of fraud and prevention of bribery;
  • Undertaking an annual assessment of these processes; and
  • Approving an appropriate statement for inclusion in the Annual Report and Accounts.
5. Contracts
5.1 Approval of major capital projects and oversight over execution and delivery.
5.2 Approval of contracts which are material, strategically or by reason of size, entered into by the Company or, in the case of a subsidiary, recommendations for approval in the ordinary course of business, for example bank borrowings and acquisitions or disposals of fixed assets (including intangible assets such as intellectual property) above £5 million.
5.3 Approval of contracts of the Company or any subsidiary not in the ordinary course of business above £5 million, foreign currency transactions above £5 million, major acquisitions or disposals above £5 million.
5.4 Approval of major investments including the acquisition or disposal of interests of more than three (3) percent in the voting shares of any company or the making of any takeover offer.
5.5 Approval of the appointment or termination of bankers, bank mandates applicable to the Company, bank facilities, borrowing from banks or financial institutions or third parties, and the issue of guarantees, indemnities and letters of comfort to bankers or third parties.
6. Communication
6.1 Ensuring a satisfactory dialogue with shareholders based on the mutual understanding of objectives.
6.2 Approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting.
6.4 Approval of press releases concerning matters decided by the Board.
6.5 Approval of all circulars, prospectuses and other regulatory documents.
7. Board membership and other appointments
7.1 Changes to the structure, size and composition of the Board, following recommendations from the Nominations and Governance Committee.
7.2 Ensuring adequate succession planning for the Board and senior management so as to maintain an appropriate balance of skills and experience within the Company and on the Board.
7.3 Appointments to the Board, following recommendations by the Nominations and Governance Committee.
7.4
7.5		 Selection of the Chair of the Board and the Chief Executive Officer.
Any amendments to the division of responsibilities between the Chair of the Board and the Chief Executive Officer.
7.6 Membership and Chairship of Board Committees following recommendations from the Nominations and Governance Committee.
7.7 Continuation in office of directors at the end of their term of office, when they are due to be re-elected by shareholders at the AGM and otherwise as appropriate.
7.8 Continuation in office of any director at any time, including the suspension or termination of service of an executive director as an employee of the company, subject to the law and their service contract.
7.9 Appointment or removal of the company secretary.
7.10 Appointment, reappointment or removal of the external auditor to be put to shareholders for approval in general meeting, following the recommendation of the Audit and Risk Committee.
7.11 Appointments to boards of subsidiaries of the Company.
7.12 Determining the independence of Non-Executive Directors, following recommendations from the Nominations and Governance Committee.
8. Remuneration
8.1 Determining the Company’s remuneration policy.
8.2 The introduction of new share incentive plans or major changes to existing plans, to be put to shareholders for approval.
9. Delegation of authority
9.1 Approval of the division of responsibilities between the Chair, the Chief Executive Officer and other Executive Directors, which should be clearly established, set out in writing and agreed by the Board.
9.2 Approval of the delegated levels of authority, including the Chief Executive’s authority limits (which must be in writing).
9.3 Establishing Board Committees and approving their terms of reference, and approving material changes thereto.
9.4 Receiving reports from Board Committees on their activities.
10. Corporate governance matters
10.1 Considering the balance of interests between stakeholders (including shareholders, employees, customers, suppliers and community) and considering other factors set out in CA06 s172.
10.2 Reviewing  the Group’s overall corporate governance arrangements.
10.3 Receiving reports on the views of the Company’s shareholders to ensure that they are communicated to the Board as a whole.
10.4 Authorising conflicts of interest where permitted by the Company’s articles of association.
10.5 Undertaking a formal and rigorous annual review of the Board's own performance, that of its Committees and individual directors.
11. Whistleblowing
11.1 Review the adequacy and security of the Group’s arrangements for its employees and contractors to raise concerns, in confidence, about possible wrongdoing (in respect of any matter), ensuring that these arrangements allow a proportionate and independent investigation of such matters and appropriate follow up action.
11.2 Review the reports addressed to the Board from the Secretary on whistle blowing instances and address any findings or improvements, where required.
12. Policies
12.1 Approval of the following Company policies:
  • Anti-Bribery & Corruption
  • Whistleblowing
  • Dividend and Capital Allocation Policy
  • Health & Safety
  • Human Resources
  • Communications
  • Environmental, social, and governance
  • Charitable donations
  • Disclosure
13. Other
13.1 The making of political donations and/or the incurring of political expenditure.
13.2 Approval of the appointment of the Group’s principal professional advisers.
13.3 Prosecution, commencement, defence or settlement of litigation, or an alternative dispute resolution mechanism, being material to the interests of the Group.
13.4 Approval of the overall levels of insurance for the Group including directors’ & officers’ liability insurance and indemnification of directors.
13.5 Major changes to the rules of the Group’s pension scheme, or changes of trustees or when this is subject to the approval of the Company, changes in the fund management arrangements.
13.6 Any decision likely to have a material impact on the Company or Group from any perspective, including, but not limited to, financial, operational, strategic or reputational.
13.7 Approval of any changes to this schedule of matters reserved for Board decisions.  
   

Approved by the Board of N Brown Group plc on 12 December 2023

Audit and Risk Committee

  1. 1. Purpose of the Committee

    1. The purpose of the Audit and Risk Committee (the “Committee”) is to:
      1. support and advise the board of directors (the "Board") of N Brown Group plc (the "Company") in the fulfilment of its corporate governance duties in relation to risk management, internal control and financial reporting, and
      2. support and advise the board of directors of J. D. Williams & Company Limited (a major subsidiary of the Company) in the fulfilment of its corporate governance duties in relation to risk management, internal control and financial reporting in relation to its Financial Services Activities,
      3. as set out in these Terms of Reference.

  2. 2. Authority

    1. The Committee is a committee of the Board from which it derives its authority and to which it reports.
    2. The Committee has delegated authority from the Board in respect of the functions and powers set out in these Terms of Reference.
    3. The Committee has authority to investigate any matter within its Terms of Reference. It is authorised to seek any information it requires from any employee of the Company (or any of the Company's subsidiaries) or any member of the Board in order to perform its duties. All such individuals are directed to co-operate with any request made by the Committee.
    4. The Committee is authorised by the Board to obtain, at the Group’s expense, external legal counsel or other independent professional advice on matters falling within its Terms of Reference and to secure the attendance at meetings of any person with relevant experience and expertise if it considers this necessary.
    5. The Committee has the right to publish in the Company's Annual Report and Accounts details of any issues that cannot be resolved between it and the Board.
    6. The Committee has no executive powers.

  3. 3. Composition

    1. Chair
      1. The Chair of the Committee (the “Committee Chair”) will be a Non-Executive Director of the Board recommended by the Chair of the Board.
    2. Secretary
      1. The Company Secretary of the Board or their nominee shall act as Secretary to the Committee (the “Secretary”) and attend all meetings.
      2. The Secretary shall record the proceedings and decisions of the Committee meetings and draft minutes shall be agreed with the Committee Chair and circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board, other than where it would be inappropriate to do so.
    3. Membership of the committee
      1. The Committee will comprise at least two members. All members shall be Non-Executive Directors of the Board, at least one of whom shall have recent and relevant financial audit experience.
      2. Appointments to the Committee are made by the Board on the recommendation of the Group’s Nominations and Governance Committee, in consultation with the Committee Chair. Appointments to the Committee shall be for a period of up to 3 years (subject to the election and re-election provisions in the Company's constitution), which may be extended by no more than two further periods of up to 3 years each.
      3. Each member of the Committee should be capable of making a valuable contribution to the Committee such that the Committee collectively has the appropriate knowledge, expertise and professional experience concerning auditing policy and enterprise risk management.
      4. The Committee will meet regularly with key persons, such as the External Auditor and the Internal Audit Director without management being present.

  4. 4. Meetings

    1. Quorum
      1. The quorum necessary for the transaction of business will be two members of the Committee, one of whom shall have recent and relevant financial audit experience.
    2. Frequency and attendance
      1. The Committee shall meet at least twice a year and otherwise as required.
      2. The designated Risk Function holder (SMF4), Internal Audit Director (SMF5), Chief Financial Officer and External Auditor lead partner will be invited to attend meetings of the Committee on a regular basis.
    3. Notice
      1. Meetings of the Committee shall be called by the Secretary at the request of the Committee Chair or any of its members or at the request of the External Auditor lead partner or the Internal Audit Director if such person considers it necessary.
      2. Notice of each meeting confirming venue, time, and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and to any other person required to attend no later than 5 working days prior to the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time with adequate time to prepare. Such information and papers can be sent in electronic form if the recipient has agreed to that method of communication.
    4. Voting arrangements
      1. Each Committee member shall have one vote which may be cast on matters considered at the meeting.
      2. At the discretion of the Committee, any member deemed to have a direct or indirect interest in the matter being voted on may not vote.
      3. The Committee Chair shall have the casting vote except where paragraph 4.4.2 applies.
      4. The Committee Chair may ask any attendees of a meeting of the Committee to leave the meeting to allow discussions of matters relating to them.

  5. 5. Responsibilities of the Committee

    1. The Committee should carry out the duties detailed below for the Company, major subsidiary undertakings and the Group as a whole unless required otherwise by regulation, as appropriate. In carrying out these duties, the members of the Committee must comply with their duty under section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, whilst having regard to the interests of employees, stakeholders and other matters as required by section 172.
    2. In discharging its responsibilities, the Committee shall take into account all other factors which it deems necessary including relevant legal and regulatory requirements, the recommendations of the QCA Code, and associated guidance.

      The Committee shall:

    3. Financial Reporting
      1. The Committee will monitor the integrity of the financial statements of the Group, including the Annual Report and Accounts, half yearly reports and any other formal announcement relating to its financial performance and position, reviewing and reporting to the Board on significant financial reporting issues and judgements which they contain, having regard to matters communicated to it by the External Auditor. In particular, the Committee shall review and challenge where necessary:
        1. The application of significant accounting policies and any changes to them;
        2. The methods used to account for significant or unusual transactions where different approaches are possible;
        3. Whether the Group has adopted appropriate accounting policies and made appropriate estimates and judgements, considering the External Auditor’s views on the financial statements;
        4. Significant adjustments resulting from the external audit and any unadjusted items identified during the external audit;
        5. Provide advice to Board on whether the annual report (and by extension similar price-sensitive reports to regulators), taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy;
        6. The pension valuation and actuarial assumptions;
        7. All material information presented with the financial statements, including the strategic report and the corporate governance statements relating to audit and to risk management;
        8. Compliance with relevant UK, Eire, and US regulatory and legal requirements; and
        9. The appropriateness of adopting the going concern assumption in annual and half yearly financial statements of the Group and the identification of any material uncertainties to the Group’s ability to continue to do so over a period of at least twelve months from the date of approval of the annual and half yearly financial statements.
    4. External Audit
      1. The Committee shall monitor and review the effectiveness of the External Auditor, including: considering and making recommendations to the Board in relation to the selection, appointment, re-appointment and removal of the Group’s External Auditor; overseeing the tender and selection process for a new External Auditor; and, in the event of the resignation of an External Auditor, investigating the issues surrounding this and whether any action is required;
      2. ensuring that at least once every 10 years, and in compliance with all relevant legislation, the external audit services contract is put out to tender to enable the Committee to compare the quality and effectiveness of the services provided by the incumbent External Auditor with those of other audit firms; and in respect of such tender, oversee the selection process and ensure that all tendering firms have such access as is necessary to information and individuals throughout the duration of the tendering process.
      3. The Committee shall oversee the relationship with the External Auditor including, but not limited to:
        1. Reviewing and approving their terms of engagement (including any engagement letter issued at the start of each audit), the scope of the audit and the remuneration fees (including fees for audit and non-audit services), and ensuring the level of fees is appropriate to enable an effective and high-quality audit to be conducted;
        2. Discussing with the External Auditor, before the audit commences, the nature and scope of the audit and reviewing the External Auditor’s quality control procedures and steps taken by the External Auditor to respond to changes in regulatory and other requirements;
        3. Reviewing and monitoring the External Auditor's independence and objectivity (including the External Auditor's own processes) , and the effectiveness of the External Auditor and audit process taking into account relevant UK professional and regulatory requirements and the relationship with the External Auditor as a whole, including the provision of any non-audit services;
        4. Assessing annually the qualifications, expertise and resources of the External Auditor and the effectiveness of the audit process, which shall include a report from the External Auditor on their own internal quality procedures;
        5. Satisfying itself that there are no relationships (such as family, employment, investment, financial or business) between the External Auditor and the Group (other than in the ordinary course of business) which could adversely affect the External Auditor’s independence and objectivity;
        6. Monitoring the External Auditor’s compliance with relevant ethical and professional guidance on the rotation of the audit partner, the level of fees paid by the Group compared to the overall fee income of the firm, office and partner and other related requirements;
        7. Agreeing with the Board a policy on the employment of former employees of the External Auditor, and monitoring the implementation of this policy;
        8. Seeking to ensure co-ordination of the External Auditor with the activities of the Internal Audit Function by monitoring and reviewing the effectiveness of the relationship between the two; and
        9. Evaluating the risks to the quality and effectiveness of the financial reporting process and consideration of the need to include the risk of the withdrawal of the External Auditor from the market in that evaluation.
      4. The Committee shall also:
        1. Meet regularly with the External Auditor and other audit partners and staff;
        2. Meet with the External Auditor without management being present, to discuss the External Auditor’s remit and any issues arising from the audit;
        3. Review and approve the annual external audit plan (the “External Audit Plan”) and any interim audit plan to ensure that it is consistent with the scope of the audit engagement, having regard to the seniority, expertise and experience of the External Auditor team;
        4. Review the findings of any annual or interim audit with the External Auditor (in the absence of management if necessary), which includes, but is not limited, to the following:
          1. A discussion of any significant issues which arose during the audit;
          2. Key accounting estimates and audit judgements;
          3. The level of errors identified during the audit, obtaining explanations from management and, where necessary, the External Auditor as to why certain errors might remain unadjusted;
          4. The effectiveness of the audit process;
        5. Review any representation letter(s) requested by the External Auditor before they are signed by management, giving particular consideration to matters where representation has been requested that relates to non-standard issues;
        6. Review the management letter and management’s response to the External Auditor’s findings and recommendations; and
        7. Resolve any disagreement between management and the External Auditor regarding financial reporting; and any reservations that the External Auditor may have and other matters that they wish to raise.
    5. Internal Audit
      1. The Committee shall monitor and review the effectiveness of the Group’s Internal Audit Function, including:
        1. Ensuring the Internal Audit Function has the appropriate standing, has the authority to challenge the management of the Group, is free from management or other restrictions, and is accountable to the Committee; and
        2. Considering and approving the remit of the Internal Audit Function and any modifications thereto.
      2. The Committee shall also:
        1. Approve the appointment or termination of appointment of the Internal Audit Director;
        2. Review and approve the annual internal audit plan (the “Internal Audit Plan”) and any modifications made to the same, ensure the Internal Audit Plan prioritises highest and emerging risk areas facing the Group, and where appropriate, request that the Internal Audit Function undertakes specific work;
        3. Approve the Group’s annual internal audit budget (the “Internal Audit Budget”) and ensure the Internal Audit Function has adequate resources and appropriate access to information (and access to the chair of the Board, where necessary, and to the Committee chair) to enable it to perform its function effectively and, in accordance with the relevant professional standards for internal auditors;
        4. Review reports addressed to it from the Internal Audit Director including:
          1. Reports on significant control weaknesses and breakdowns identified by the Internal Audit Function within the Group, together with root-cause analysis, and any thematic issues across the Group;
          2. The Internal Audit Function’s independent view of management’s reporting on the risk management of the Group, including a view on management’s remediation plans; and
          3. An assessment of the overall effectiveness of the governance, risk and control framework of the Group, together with an analysis of themes and trends emerging from the Internal Audit Function’s work and their impact on the Group’s risk profile;
        5. Review and monitor management’s responsiveness to findings and recommendations, including the progress in addressing Internal Audit actions;
        6. Lead an internal review of the Group’s Internal Audit Function regularly and organise an independent and objective external review of the performance of the Internal Audit Function when appropriate and in doing so, identify appropriate criteria for defining the success of the Internal Audit Function (for the avoidance of doubt, delivery of the Internal Audit Plan shall not be the sole criterion of this evaluation); and
        7. Meet the Internal Audit Director regularly, without executive management being present, to discuss his or her remit and any issues arising from the internal audits being carried out.
    6. Internal Controls and Risk Management

      The Committee shall:

      1. Review regularly the scope and effectiveness of the Group’s regulatory compliance framework, risk management framework and policies and processes and their fitness for purpose when tested against the Board’s Risk strategy and appetite;
      2. Recommend for approval to the Board the principal risk management policies of the Group having been reviewed by the Committee.
      3. Request deep-dive reviews to be conducted into significant enterprise risk management (“ERM”) risks at the request of the Board or where, in the Committee’s view, further scrutiny is required;
      4. Review and monitor management’s responsiveness to addressing control weaknesses and non-compliance with laws, regulation and internal policies and other such weaknesses;
      5. Provide input, challenge and make recommendations to the Board on the Group’s strategy for ERM, including risk identification, appropriate mitigations and risk appetite;
      6. Review regularly the overall risk strategy and risk policy, including risk appetite, risk identification, exposure, risk mitigation measures and limits, and material amendments to the risk appetite, related policies, committees, and charters;
      7. Review risk information identified by internal compliance and legal departments, as well as material interactions with the Group’s regulators on risk management at least annually;
      8. Oversee and challenge due diligence on risk issues relating to material transactions and strategic proposals that are subject to approval by the Board;
      9. Review the Group’s procedures for detecting fraud;
      10. Review the Group’s systems and controls for the prevention of bribery and receive reports on non- compliance;
      11. Review regular reports from the Money Laundering Reporting Officer and the adequacy and effectiveness of the Group’s anti-money laundering systems and controls;
      12. Review regular reports from the Chief Compliance Officer and keep under review the adequacy and effectiveness of the Group’s compliance function including an annual review of the compliance environment of the Group;
      13. Review annually a report on the data protection compliance;
      14. Consider the major findings of internal investigations and management’s response;
      15. Review and approve the statements to be included in the Group’s Annual Report and Accounts concerning internal controls and risk management;
      16. Report any material incident or findings to the Board;
      17. Provide formal feedback to the Remuneration Committee on the individual risk behaviors of key staff during the year and advice on where risk weightings can be applied to performance objectives incorporated in the incentive structure for the executive; and
      18. Provide advice, oversight and challenge necessary to embed and maintain a supportive risk culture throughout the Group.

  6. 6. Reporting and Engagement

    1. The Committee Chair shall report to the Board on the Committee’s proceedings, activities, observations, recommendations and on any other matters within its duties and responsibilities.
    2. The Committee shall compile a report of the work of the Committee in discharging its responsibilities for inclusion in the Annual Report and Accounts.
    3. The Committee shall advise, work and liaise as necessary with other committees of the Board.
    4. The Committee Chair will attend the Company's Annual General Meeting to answer any shareholder questions on the Committee’s activities. In addition, the Chair shall seek engagement with shareholders on significant matters related to the Committee’s areas of responsibility.

  7. 7. Governance

    1. The Committee shall, via the Secretary, make available to new members of the Committee a suitable induction process and, for existing members, ongoing training as discussed and agreed by the Committee.
    2. The Committee shall in its decision making, give due regard to any relevant legal or regulatory requirements, and associated best practice guidance, as well as to the risk and reputation implications of its decisions.

  8. 8. Terms of Reference

    1. The Committee shall annually review its Terms of Reference and may recommend to the Board any amendments to its Terms of Reference.

Approved by the Board of N Brown Group plc on 31 January 2024

Approved by the Board of J.D. Williams & Company Ltd on 9 April 2024

Nominations and Governance Committee

  1. 1.0 Purpose of the Committee

    1. The purpose of the Nominations and Governance Committee (the “Committee”) is to support and advise the board of directors (the “Board”) of N Brown Group plc (the "Company") in relation to Board composition, appointments, and succession planning, and in relation to wider governance arrangements as set out in these Terms of Reference.

  2. 2.0 Authority

    1. The Committee is a committee of the Board from which it derives its authority and to which it reports.
    2. The Committee has delegated authority from the Board in respect of the functions and powers set out in these Terms of Reference.
    3. The Committee has authority to investigate any matter within its Terms of Reference. It is authorised to seek any information it requires from any employee of the Company (or any of the Company's subsidiaries) or any member of the Board in order to perform its duties. All such individuals are directed to co-operate with any request made by the Committee.
    4. The Committee is authorised by the Board to obtain, at the Group’s expense, external legal counsel or other independent professional advice on matters falling within its Terms of Reference and to secure the attendance at meetings of any person with relevant experience and expertise if it considers this necessary.
    5. The Committee has no executive powers.

  3. 3.0 Composition

    1. Chair
      1. The Chair of the Committee (the “Committee Chair”) will be a Non-Executive Director of the Board recommended by the Chair of the Board.
    2. Secretary
      1. The Company Secretary of the Board or their nominee shall act as Secretary to the Committee (the “Secretary”) and attend all Committee meetings.
      2. The Secretary shall record the proceedings and decisions of the Committee meetings and draft minutes shall be agreed with the Committee Chair and circulated to all members of the Committee. Once approved, minutes should be circulated, to all other members of the Board, other than where it would be inappropriate to do so.
    3. Membership of the committee
      1. The Committee will comprise at least two members. All members shall be Non-Executive Directors of the Board.
      2. Appointments to the Committee are made by the Board in consultation with the Committee Chair. Appointments to the Committee shall be for a period of up to 3 years (subject to the election and re-election provisions in the Company's constitution), which may be extended by no more than two further periods of up to 3 years each.
      3. Each member of the Committee should be capable of making a valuable contribution to the Committee such that the Committee collectively has the appropriate knowledge, expertise and professional experience.

  4. 4.0 Meetings

    1. Quorum
      1. The quorum necessary for the transaction of business will be two members of the Committee, both of whom shall be Non-Executive Directors.
    2. Frequency
      1. The Committee shall meet at least twice a year and otherwise as required.
    3. Notice
      1. Meetings of the Committee shall be called by the Secretary at the request of the Committee Chair or any of the Committee's members.
      2. Notice of each meeting confirming venue, time, and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and to any other person required to attend no later than 5 working days prior to the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time with adequate time to prepare. Such information and papers can be sent in electronic form if the recipient has agreed to that method of communication.
    4. Voting arrangements
      1. Each Committee member shall have one vote which may be cast on matters considered at the meeting.
      2. At the discretion of the Committee, any member deemed to have a direct or indirect interest in the matter being voted on may not vote.
      3. The Committee Chair shall have the casting vote except where paragraph 4.4.2 applies.
      4. The Committee Chair may ask any attendees of a meeting of the Committee to leave the meeting to allow discussions of matters relating to them.

  5. 5.0 Responsibilities of the Committee

    1. The Committee should carry out the duties below for the Company, major subsidiary undertakings and the Group as a whole, as appropriate. In carrying out these duties, the members of the Committee must comply with their duty under section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, whilst having regard to the interests of employees, stakeholders and other matters as required by section 172.
    2. In discharging its responsibilities, the Committee shall have regard to established and evolving best practice corporate governance standards proportionate to the size and complexity of the Company including, where relevant, standards set by voting agencies and voluntary codes. Where departure from the requirements and/or recommendations of these standards or codes, including the Quoted Companies Alliance Corporate Governance Code is required or believed to be appropriate, the Committee shall recommend to the Board the appropriate explanation or justification or use as required, in the Company’s external disclosures.

      The Committee shall:

    3. Appointments and Succession
      1. Regularly review the structure, size and composition of the Board, having regard to the balance of skills, expertise, independence, knowledge, diversity and ongoing leadership needs of the Company and the need for effective succession planning, and make recommendations to the Board with regard to any changes;
      2. Ensure plans are in place for orderly succession to both the Board and senior management positions, and oversee the development of a diverse pipeline for succession, taking into account the challenges and opportunities facing the Company, and the skills and expertise needed on the Board and in senior management positions in the future;
      3. Lead the Board appointment process, establishing appropriate selection criteria, identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise and in doing so the Committee shall have due regard to the benefits of diversity and internal talent and capability;
      4. Agree the terms and conditions applicable to the appointments of Non-Executive Directors of the Company (including the Chair of the Board), which shall include the expected time commitment, committee service and any anticipated involvement outside Board meetings. For the avoidance of doubt, the agreement of term and conditions of appointment does not extend to the fees payable to Non-Executive Directors, which shall be a Board decision;
      5. Make recommendations to the Board regarding key roles, including capabilities and time commitments.

    4. Governance

    The Committee shall:

    1. Oversee the Board’s internal and external governance arrangements, including the Corporate Governance Framework, and recommend appropriate changes to the Board;
    2. Monitor, and make recommendations to the Board, on board governance issues including the establishment of appropriate policies and practices to enable the Board to operate effectively and efficiently;
    3. Review annually the independence of Non-Executive Directors and the time required from them, and make recommendations regarding the re-election of directors and the suitability of any director to continue in office, having regard to their individual performance and the balance of skills required on the Board;
    4. Oversee the annual evaluation of the performance of the Board and its Committees and review with the Board the results of these assessments, recommending actions for addressing any findings and overseeing the implementation of any resulting action plan;
    5. Evaluate any conflicts of interest or duties, recommend authorisations or other measures to the Board, and annually evaluate the Company's procedures for ensuring that the Board's powers to authorise conflicts are operating effectively;
    6. Monitor developing trends, initiatives, or proposals in relation to board governance issues in the UK and elsewhere in order to determine the extent to which such initiatives impact the Company and make recommendations to the Board on any changes to be implemented;
    7. Ensure that all directors undertake periodic refresher training to ensure that they can fulfil their duties effectively;
    8. Make recommendations to the Board on any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the Company subject to the provisions of the law and their service contract;
    9. Review and approve the annual Corporate Governance Report for inclusion in the Company’s Annual Report and Accounts;

  6. 6.0 Reporting and Engagement

    1. The Committee Chair shall report to the Board on the Committee’s proceedings, activities, observations, recommendations and on any other matters within its duties and responsibilities.
    2. The Committee shall compile a report of its work in discharging its responsibilities for inclusion in the Company’s Annual Report and Accounts.
    3. The Committee shall advise, work and liaise as necessary with other committees of the Board.
    4. The Committee Chair will attend the Company's Annual General Meeting to answer any shareholder questions on the Committee’s activities.

  7. 7.0 Governance

    1. The Committee shall, via the Secretary, make available to new members of the Committee a suitable induction process and, for existing members, ongoing training as discussed and agreed by the Committee.
    2. The Committee shall in its decision making, give due regard to any relevant legal or regulatory requirements, and associated best practice guidance, as well as to the risk and reputation implications of its decisions.

  8. 8.0 Terms of Reference

    1. The Committee shall annually review its Terms of Reference and may recommend to the Board any amendments to its Terms of Reference.

Approved by the Board of N Brown Group plc on 12 December 2023

Remuneration Committee

  1. 1.0 Purpose of the Committee

    1. The purpose of the Remuneration Committee (the “Committee”) is to support and advise the board of directors of N Brown Group plc (the “Board”) in relation to the remuneration matters for the Group, including all subsidiaries entities, in line with the standards and values approved by the Board and as set out in these Terms of Reference.

  2. 2.0 Authority

    1. The Committee is a committee of the Board from which it derives its authority and to which it reports.
    2. The Committee has delegated authority from the Board in respect of the functions and powers set out in these Terms of Reference.
    3. The Committee has authority to investigate any matter within its Terms of Reference. It is authorised to seek any information it requires from any employee of the Company (or any of the Company's subsidiaries) or any member of the Board in order to perform its duties. All such individuals are directed to co-operate with any request made by the Committee.
    4. The Committee is authorised by the Board to obtain, at the Group’s expense, external legal counsel or other independent professional advice on matters falling within its Terms of Reference and to secure the attendance at meetings of any person with relevant experience and expertise if it considers this necessary.
    5. The Committee has no executive powers.

  3. 3.0 Composition

    1. Chair
      1. The Chair of the Committee (the “Committee Chair”) will be a Non-Executive Director of the Board recommended by the Chair of the Board.
    2. Secretary
      1. The Company Secretary of the Board or their nominee shall act as Secretary to the Committee (the “Secretary”) and attend all Committee meetings.
      2. The Secretary shall record the proceedings and decisions of the Committee meetings and draft minutes shall be agreed with the Committee Chair and circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board, other than where it would be inappropriate to do so.
    3. Membership of the committee
      1. The Committee will comprise at least two members. All members shall be Non-Executive Directors of the Board.
      2. Appointments to the Committee are made by the Board on the recommendation of the Group’s Nominations and Governance Committee, in consultation with the Committee Chair. Appointments to the Committee shall be for a period of up to 3 years (subject to the election and re-election provisions in the Company's constitution), which may be extended by no more than two further periods of up to 3 years each.
      3. Each member of the Committee should be capable of making a valuable contribution to the Committee such that the Committee collectively has the appropriate knowledge, expertise and professional experience.

  4. 4.0 Meetings

    1. Quorum
      1. The quorum necessary for the transaction of business will be two members of the Committee.
    2. Frequency
      1. The Committee shall meet at least twice a year and otherwise as required.
    3. Notice
      1. Meetings of the Committee shall be called by the Secretary at the request of the Committee Chair or any of the Committee's members.
      2. Notice of each meeting confirming venue, time, and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and to any other person required to attend no later than 5 working days prior to the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time with adequate time to prepare. Such information and papers can be sent in electronic form if the recipient has agreed to that method of communication.
    4. Voting arrangements
      1. Each Committee member shall have one vote which may be cast on matters considered at the meeting.
      2. At the discretion of the Committee, any member deemed to have a direct or indirect interest in the matter being voted on may not vote.
      3. The Committee Chair shall have the casting vote except where paragraph 4.4.2 applies.
      4. The Committee Chair may ask any attendees of a meeting of the Committee to leave the meeting to allow discussions of matters relating to them.

  5. 5.0 Responsibilities of the Committee

    1. The Committee should carry out the duties below for the Company, major subsidiary undertakings and the Group as a whole, as appropriate. In carrying out these duties, the members of the Committee must comply with their duty under section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, whilst having regard to the interests of employees, stakeholders and other matters as required by section 172.
    2. In discharging its responsibilities, the Committee shall have regard to established and evolving best practice corporate governance standards proportionate to the size and complexity of the Company including, where relevant, standards set by voting agencies and voluntary codes. Where departure from the requirements and/or recommendations of these standards or codes, including the Quoted Companies Alliance Corporate Governance Code is required or believed to be appropriate, the Committee shall recommend to the Board the appropriate explanation or justification or use as required, in the Company’s external disclosures.

      The Committee shall:

    3. Design executive remuneration policies and practices to support strategy and promote long term sustainable success, with executive remuneration aligned to company mission, values, and ESG strategy clearly linked to the successful delivery of the Group’s long-term strategy. The objective of such policies shall be to attract, retain, and motivate executive management of the quality required to run the Group successfully without paying more than is necessary, having regard to views of shareholders and other stakeholders;
    4. Within the terms of the agreed policy and in consultation with the Chair of the Board determine the total individual remuneration package of each Executive Director including bonuses, incentive payments and share options or other share awards. The choice of financial, non-financial and strategic measures is important, as is the exercise of independent judgement and discretion when determining remuneration awards;
    5. Within the terms of the agreed policy determine the fee for the Chair of the Board;
    6. Review annual proposals submitted by the CEO regarding the total reward for each individual member of senior management, taking account of the agreed policy and of Group and individual performance, and wider circumstances.
    7. No Director shall be involved in any decisions as to their own remuneration outcome.
    8. Review and determine the ongoing appropriateness and relevance of the remuneration policy.
    9. Review the design of all share incentive plans for approval by the Board and, where required, shareholders. For any such plans, determine each year whether awards will be made, and if so, the overall amount of such awards, the individual awards for executive directors and senior management, and any performance targets to be used.
    10. Review workforce remuneration and related policies.
    11. The Chair will attend the Group’s Annual General Meeting to answer any shareholder questions on the Committee’s activities. In addition, the Chair shall seek engagement with shareholders on significant matters related to the Committee’s areas of responsibility.
    12. No Director shall be involved in any decisions as to their own remuneration outcome.

  6. 6.0 Reporting and Engagement

    1. The Committee Chair shall report to the Board on the Committee’s proceedings, activities, observations, recommendations and on any other matters within its duties and responsibilities.
    2. The Committee shall compile a report of the work of the Committee in discharging its responsibilities for inclusion in the Annual Report and Accounts, including disclosure of Directors’ remuneration.
    3. The Committee shall advise, work and liaise as necessary with other committees of the Board.
    4. The Committee Chair will attend the Company's Annual General Meeting to answer any shareholder questions on the Committee’s activities. In addition, the Chair shall seek engagement with shareholders on significant matters related to the Committee’s areas of responsibility.

  7. 7.0 Governance and Resources

    1. The Committee shall, via the Secretary, make available to new members of the Committee a suitable induction process and, for existing members, ongoing training as discussed and agreed by the Committee.
    2. The Committee shall in its decision making, give due regard to any relevant legal or regulatory requirements, and associated best practice guidance, as well as to the risk and reputation implications of its decisions.

  8. 8.0 Terms of Reference

    1. The Committee shall annually review its Terms of Reference and may recommend to the Board any amendments to its Terms of Reference.

Approved by the Board of N Brown Group plc on 12 December 2023

Financial Services Committee

  1. 1.0 Purpose of the Committee

    1. The purpose of the Financial Services Committee (the “Committee”) is to: support and advise the board of directors (the " Board”) of N Brown Group plc (the “Group”) in the oversight of J. D. Williams & Company Limited’s Financial Services business.

  2. 2.0 Authority

    1. The Committee is a committee of the Board from which it derives its authority and to which it reports.
    2. The Committee has delegated authority from the Board in respect of the functions and powers set out in these Terms of Reference.
    3. The Committee has authority to investigate any matter within its Terms of Reference. It is authorised to seek any information it requires from any colleague. All colleagues are directed to co-operate with any request made by the Committee.
    4. The Committee is authorised by the Board to obtain, at the Group’s expense, outside legal, accounting, or other independent professional advice on matters falling within its terms of reference and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
    5. The Committee has no executive powers.

  3. 3.0 Composition

    1. Chair
      1. The Chair of the Committee (the “Committee Chair”) will be a Non-Executive Director recommended by the Chair of the Board.
    2. Secretary
      1. The Company Secretary of the Board or their nominee shall act as Secretary to the Committee (the “Secretary”) and attend all meetings.
      2. The Secretary shall record the proceedings and decisions of the Committee meetings and draft minutes shall be agreed with the Committee Chair and circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board, other than where it would be inappropriate to do so.
    3. Membership of the committee
      1. The Committee will comprise at least two members. All members shall be Non-Executive Directors of the Board, at least one of whom shall have recent and relevant experience of financial services risks and Financial Conduct Authority (“FCA”) regulatory environment.
      2. Appointments to the Committee are made by the Board on the recommendation of the Group’s Nominations and Governance Committee, in consultation with the Committee Chair. Appointments to the Committee shall be for a period of up to 3 years (subject to the election and re-election provisions in the Company's constitution), which may be extended by no more than two further periods of up to 3 years each.
      3. Each member of the Committee should be capable of making a valuable contribution to the Committee such that the Committee collectively has the appropriate knowledge, expertise and professional experience.

  4. 4.0 Meetings

    1. Quorum
      1. The quorum necessary for the transaction of business will be two members of the Committee, one of whom shall have recent and relevant experience of financial services risks and Financial Conduct Authority (“FCA”) regulatory environment.
    2. Frequency
      1. The Committee shall meet at least twice a year and otherwise as required which may, but is not required, meet quarterly.
    3. Notice
      1. Meetings of the Committee shall be called by the Secretary at the request of the Committee Chair or any of the Committee's members.
      2. Notice of each meeting confirming venue, time, and date, together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and to any other person required to attend no later than 5 working days prior to the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time with adequate time to prepare. Such information and papers can be sent in electronic form if the recipient has agreed to that method of communication.
    4. Minutes and Records of the meeting
      1. The Secretary shall keep appropriate records of all meetings with appropriate minutes of the proceedings and resolutions to provide evidence that the Committee is discharging its responsibilities. The minutes are to be circulated by the Secretary to all members of the Committee for review before being tabled for approval at the next meeting. The Secretary shall record any declarations of interest (including conflicts).
      2. Records of all meetings including but not limited to Committee meeting packs and minutes will be kept and maintained by the Secretary. All Committee records and minutes will be retained in perpetuity.
    5. Voting arrangements
      1. Each Committee member shall have one vote which may be cast on matters considered at the meeting.
      2. At the discretion of the Committee, any member deemed to have a direct or indirect interest in the matter being voted on may not vote.
      3. The Committee Chair shall have the casting vote except where paragraph 4.5.2 applies.
      4. The Committee Chair may ask any attendees of a meeting of the Committee to leave the meeting to allow discussions of matters relating to them.

  5. 5.0 Responsibilities of the Committee

    1. The Committee should carry out the duties detailed below for the Company, major subsidiary undertakings and the Group as a whole unless required otherwise by regulation, as appropriate. In carrying out these duties, the members of the Committee must comply with their duty under section 172 of the Companies Act 2006 to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, whilst having regard to the interests of employees, stakeholders and other matters as required by section 172.
    2. In discharging its responsibilities, the Committee shall take into account all other factors which it deems necessary including relevant legal and regulatory requirements, the recommendations of the QCA Code, and associated guidance.
    3. The Committee shall support and advise the board of directors (the " Board”) of N Brown Group plc (the “Group”) in the oversight of J. D. Williams & Company Limited’s Financial Services business such oversight may include:
      1. Advising or recommending sound planning and risk management including an adequate system of internal control and compliance with statutory and regulatory obligations.
      2. Advise the Board on the outcomes received by customers and for the appropriate conduct of the Group’s employees.
    4. With regard to the Financial Services business:
      1. Advising on the management of Financial Services business and reviewing its values and standards.
      2. Review of performance in the light of overall strategy, objectives, business plans and budgets and advising on corrective actions to be taken.
      3. Reviewing and advising on business metrics and Key Performance Indicators to ensure that business performance can be measured.

  6. 6.0 Internal controls and risk management

    1. Reviewing and advising of annual plans, Risk Appetite and performance targets for the Financial Services business.
    2. With regard to the Financial Services business:
      1. Assisting and advising on overall oversight of Financial Services regulatory compliance functions across the Group.
      2. Advising on changes to key financial services policies.
    3. The Committee has no authority with regards to: strategy and management; internal controls and risk management; or lending. These matters are reserved for the Board of J. D. Williams & Company Limited.

  7. 7.0 Reporting and Engagement

    1. The Committee Chair shall report to the Board on the Committee’s proceedings, activities, observations, recommendations and on any other matters within its duties and responsibilities; and the Committee Chair may raise any issue to the Board that the Chair considers appropriate for the Board’s attention.
    2. The Committee shall compile a report of its work in discharging its responsibilities for inclusion in the Company’s Annual Report and Accounts.
    3. The Committee shall advise, work and liaise as necessary with other committees of the Board.
    4. The Committee Chair will attend the Company's Annual General Meeting to answer any shareholder questions on the Committee’s activities.

  8. 8.0 Governance and Resources

    1. The Committee shall, via the Secretary, make available to new members of the Committee a suitable induction process and, for existing members, ongoing training as discussed and agreed by the Committee.
    2. The Committee shall have access to sufficient resources in order to carry out its duties and have the power to engage independent counsel and other professional advisers and to invite them to attend meetings.

  9. 9.0 Terms of Reference

    1. The Committee shall annually review its Terms of Reference and may recommend to the Board any amendments to its Terms of Reference.

Approved by the Board of N Brown Group plc on 12 December 2023