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 understands 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 2022 (and up to the date of this report), the Company has applied all the principles, and complied with the relevant provisions of the Code 2018.

In addition, the Company has focused recently on how best to engage with the workforce on Executive remuneration under one of the elements of Code provision 41. On page 96 of the Remuneration Committee Report, we outline the steps undertaken so far 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 2023 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. The Board is currently composed of 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), there is a strong independent element to the Board, which ensures that the balance of power rests with the Non-Executive members of the Board. Diversity is a matter which we consider regularly, and 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.

Further to the new Listing Rules disclosure requirements introduced during the year relating to board diversity, the Board is committed to meeting the following targets: at least 40% of the individuals on the Board are women; at least one of the senior Board positions is held by a woman and at least one Board member is from a minority ethnic background. The disclosure requirements will apply to the Company in relation to the financial year ending 31 December 2023. As at 31 December 2022, one Director on the Board is from an ethnic minority background and one of the senior Board positions (Senior Independent Director) is held by a woman. The female representation on the Board is 37.5% and the Board succession planning conducted by the Nomination Committee will determine plans to achieving the targets stated above.

More details in relation to diversity can be found in the Nominations Committee Report.

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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