I am pleased to present our Corporate Governance report for the year ended 31 December 2016. As you can read in more
detail in the Audit Committee Report, we have continued to strengthen the governance policies, controls and processes to
support the growth strategy of the Group during this year, and the years to come.
The Board is firmly committed to ensuring that our corporate governance policies are complied with in all jurisdictions in
which the Group operates, by setting up proper processes. We are convinced that strong corporate governance is good
for our business and underpins the delivery of shareholder value. We believe that corporate governance structures and
processes will help our business to perform in a more efficient and competitive way in the marketplace and will lead to
strong relationships with all of our stakeholders.
During the year Chris Heath (CEO) retired from the Board and Andrew Cripps (Senior Independent NED) resigned and I
would like to thank them both for their contribution. Following the AGM in May 2016, Randy Pankevicz and Alberto da
Ponte were appointed to the Board as Non-Independent NEDs, and we were very saddened that Alberto passed away on
21 January 2017. In October 2016, Mike Butterworth, Diego Bevilacqua and Tomasz Blawat were appointed to the Board
as Independent NEDs. The Board of Stock Spirits Group PLC now comprises myself as Chairman, four Independent NEDs,
one Non-Independent NED and two Executive Directors. Elisa Gomez De Bonilla, our General Counsel and Company
Secretary left for a period of maternity leave and has been replaced on an interim basis by Margarita Minguez as acting
General Counsel and Steve Weatherley as acting Company Secretary.
As Chairman of the Board, I work with the Company Secretary to set the agenda for Board meetings. These are structured
to ensure that sufficient time is spent on important matters, and all Directors have the opportunity to contribute. During
the year, the Board has reviewed and evaluated strategy and considered potential opportunities in our current territories
as well as expansion into other territories. Alongside strategy, the Board regularly reviews, among other things, the
performance of each of the markets and considers the principal risks and associated procedures and processes to mitigate
them. This year the Board has continued to dedicate a special focus to the situation in Poland and has been monitoring
very closely the performance of this business. Further detail on the principal risks can be found on pages 48 to 53.
In the second half of the year, we commissioned Seamus Gillen of Value Alpha Limited to conduct an independent, external
evaluation of the Board. The evaluation was conducted according to the guidance in the UK Corporate Governance Code.
The outcomes from the external evaluation are shown on page 65. I believe regular and appropriate Board and Committee
evaluation is an area that is fundamental to improving Board effectiveness and ensuring objectives can be met.
Next year we will carry out an internal evaluation to review the effectiveness of individual Directors, the processes under
which the Board operates and the quality, timeliness and appropriateness of information submitted by management.
Your Board regularly meets with Group Management, both at Board and Board Committee meetings and in other routine
meetings, which enables the NEDs to gain a good understanding of the business and what is happening on the ground. We
believe that this is an essential requirement for Directors.
We have set out, in the following pages, details of how the Company has applied the main principles of the 2014 version of
the UK Corporate Governance Code and its compliance with the various provisions.
8 March 2017