Chairman’s Introduction

“On behalf of the Board, I am pleased to present FD’s Corporate Governance Report for the year ended 29 February 2020. The Board is responsible for setting and ensuring delivery of the Group’s strategic objectives and it is my responsibility to ensure that the Board operates effectively and that it sets and upholds high standards of corporate governance. As I outlined in my review earlier in this report, we have set high goals for the Group; it is my firm belief that achieving these goals requires the highest standards of governance and culture. In my role I seek to demonstrate objective judgement and promote constructive relations between Board members while ensuring that Directors continue to receive accurate, timely and clear information that enables them to perform their roles effectively.

The year has seen significant changes to the Board in light of the illness and subsequent passing of Brian Conlon, the Group’s Founder and CEO, in July 2019. I am grateful to my Board colleagues, and all FD employees, for the commitment and fortitude they have shown during this period. Brian stamped his culture and values on the Group and this has enabled the business to grow to become a global technology leader.

The Board considers the culture of the business to be a key strength and is mindful of the need to protect it. During the year we initiated an annual employee engagement survey which assists the Board to assess and monitor the culture of the business and impact on employees.


The Board has outlined its strategy for the business within this Annual Report and during the year has debated its appropriateness and effectiveness, taking into account views from across its stakeholders. The Board continues to exercise its judgement to determine appropriate levels of resource allocation to achieve these strategic objectives, while also ensuring processes are in place to identify and manage risk. Having debated these issues regularly in our meetings during the year, the Board continues to believe that the Group’s strategy is proving effective.

FD is a dynamic business which provides stimulating careers for its employees. The Group continues to grow rapidly, primarily through organic growth that requires detailed planning and strong execution to deliver. In the management of this environment, we adopt a disciplined approach towards our operations, structures and resources.


Compliance With The Uk Corporate Governance Code

The Company is listed on AIM and is committed to ensuring the operation of high standards of corporate governance. It has adopted the 2018 UK Corporate Governance Code (the “Code”) as its governance framework and has put in place procedures and policies to comply.

During the year, the Company has complied with all of the provisions of the Code except that, as discussed in the Report of the Audit Committee, it does not have a formal internal audit function. Instead, the Group has in place a range of measures that provide the necessary assurance to the Board that its internal controls and risk management strategies are effective.”


Donna Troy

May 2020