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Corporate governance

At Costain we take corporate governance very seriously and are committed to robust corporate governance practices and accountability.

The Board considers that the principles set out in the UK Corporate Governance Code (the “Code”) are central to the effective management of the business and to maintaining the confidence of investors.

The Board as a whole is responsible for providing strong leadership to the Costain Group and effective leadership is realised through collaboration between the Board and the executive management team. The non-executive directors use their experience to assist with the development of the Group’s strategy and both support and constructively challenge the executive directors in the operation of the business. Costain’s Chair is responsible for promoting good governance, ensuring that the experience and knowledge of the Board is harnessed and for driving a culture of continual improvement in standards, decision-making, policies and accountability.

A key strength of the Board lies in its diversity across a range of measures, including skills, experience, gender and nationality. The Board sets the tone for the Costain Group by conducting itself in an ethical manner, embodying the important values of trust, integrity and independence. The Board is ultimately responsible for the success of Costain and the directors are committed to the highest standards of corporate governance to enable Costain to achieve its vision of being one of the UK’s leading engineering solutions providers.

The Governance section within the Group’s Annual Report & Accounts sets out Costain’s procedures for applying the principles of corporate governance and the extent to which it has complied with the provisions of the Code.

Audit and Risk Committee

  • Tony Quinlan (Chair)
  • Amanda Fisher
  • Fiona MacAulay
  • Steve Mogford

Nomination Committee

  • Kate Rock (Chair)
  • Amanda Fisher
  • Fiona MacAulay
  • Steve Mogford
  • Tony Quinlan

Remuneration Committee

  • Fiona MacAulay (Chair)
  • Amanda Fisher
  • Steve Mogford
  • Tony Quinlan

Section 430(2B) Companies Act 2006 Statement

The following information is provided in accordance with Section 430(2B) of the Companies Act 2006.

As announced on 12 March 2024, Bishoy Azmy has stepped down from the Board and ceased to be a non-independent non-executive director of the Company with effect from 31 March 2024.

Bishoy received his annual fee of £51,600 per annum on a pro-rata basis up until his departure (all fees less deductions).  No other remuneration payment or payment for loss of office will be made.

The Company’s Directors’ Remuneration Report for the financial year ending 31 December 2024 will include details of the fees earned by Bishoy during the relevant period.

2 April 2024



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