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The Board consists of the Chair, two executive directors and seven independent non-executive directors. All the directors bring a broad and valuable range of experience to Paragon and further details of this, together with other biographical details, are set out here.

Upon appointment the non-executive directors are independent of management and are appointed for fixed terms. Each of the independent non-executive directors is independent of the Group and free from any business or other relationship which could materially interfere with the exercise of their independent and experienced judgement. They are all kept fully informed of relevant operational and strategic issues. The Board agreed that, subject to his re-election at the 2024 AGM, Hugo Tudor would be deemed to be a non-independent non-executive director from the conclusion of the 2024 AGM. Further details on Hugo’s re-appointment and independence are set out in sections A4.5.2 and B5.3 of the Annual Report.

All directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that board procedures are complied with. They are able to take independent professional advice in the furtherance of their duties whenever it is considered appropriate to do so.​

The division of responsibilities between the Chair, Chief Executive and Senior Independent Director is clearly established, set out in writing and agreed by the Board as is set out here. This division is reviewed during each year to ensure that it remains fit for purpose and in line with best practice.

The Board has agreed a policy for managing conflicts and a process to identify and authorise any conflicts which might arise. A conflicts register is also maintained by the Company Secretary, which is reviewed by the Board twice a year.

The schedule of matters reserved for the Board details the key matters for which the Board is responsible and is set out here.

Further details on the governance framework are included in Section B4 of the Annual Report.

Corporate Governance Leadership

The Board regularly receives, reviews and considers reports on the following matters:

  • strategic matters
  • potential acquisition opportunities
  • business performance
  • culture
  • results, management accounts and financial commentary
  • operational reports from business areas
  • technology/change updates
  • treasury and funding matters
  • legal and governance matters
  • environmental and social matters
  • the work of the Board’s committees
  • matters arising from subsidiary company board and management meetings
  • investor relations and shareholder feedback
  • customer insight