James Fisher's Governance framework provides the foundation of the Board's leadership of the Group, in a changing and challenging environment.

UK Corporate Governance Code

James Fisher's Board recognises that good Corporate Governance is an important element in helping to build a successful business in a sustainable manner.

The UK Corporate Governance Code 2018, publicly available at www.frc.org.uk (the Code) applied to the Company through the year and the latest Corporate Governance Report explains how James Fisher has applied the principles set out in the Code. During the year ended 31 December 2023 (and up to the date of this report), the Company has applied all the principles, and complied with all provisions of the Code.

On page 94 of the Remuneration Committee Report, we outline the steps undertaken by the Non-Executive Directors to engage the workforce to explain how Executive remuneration aligns with wider Company pay policy. While the Company is compliant with provision 41, this is an area of ongoing development, and the Company intends to build on this during 2024 as part of its engagement activities with employees.

Innovating solutions that deliver results and drive growth for our customers.

Board composition and diversity

We are committed to ensuring that the composition of the Board has the diversity required to be as effective as possible. As at 31 December 2023, the Board comprised eight Directors, each bringing a variety of skills, knowledge and experience, in addition to diversity of thought. With two Executive Directors and five Non-Executive Directors (not including our Chairman), more than half of the Board is independent for the purposes of the Code. Diversity is a matter which we consider regularly. In 2022, we updated the Board Diversity Policy to include aspects such as sexual orientation, disability and socio-economic background, when considering candidates for the Board and its Committees. The Board Diversity Policy sets out our aims to ensure an appropriate mix of skills and experience on the Board as well as the Board's Committees.

The Board is committed to Board diversity and as at 31 December 2023, one member of the Board is from an ethnic minority background and two of the senior Board positions (Senior Independent Director and Chief Financial Officer) are held by a woman. We are pleased to report that following the appointment of Karen Hayzen-Smith, we have gender-balanced representation on the Board.

Further details in relation to diversity, including data in accordance with the Listing Rules disclosure requirements, can be found in the Nominations Committee Report on page 86.

ScottishPower Renewables (SPR) contracted JFMS to deliver an integrated marine services package during the construction of its East Anglia ONE (EA1) windfarm.
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