ProCook Group - Board Responsibilities

Board Responsibilities

Purpose, mission and strategy

Setting, developing and role-modelling our purpose and business values
Setting the strategy and mission to deliver on the Company’s purpose, and secure the continued growth of the Group over the long term in the interests of all its stakeholders
Ensuring that appropriate resources are in place to successfully deliver the Company’s mission and strategic priorities

Governance

Instilling and maintaining a positive culture that encourages strong ethical behaviours
Ensuring that the business control environment is appropriate and operationally effective and that sound risk management practices are in place
Oversight of succession planning and talent management
Setting an appropriate remuneration policy to attract and retain talent
Ensuring that appropriate information is shared with stakeholders in a transparent way
Ensuring full compliance with the UK Corporate Governance Code

Performance

Reviewing performance at operational and strategic level
Reviewing the performance of the Board, the Executive Directors and the Leadership Team
Ensuring that the Board is well equipped with appropriate skills and expertise, and that committee memberships are appropriate and effective

Matters Reserved for the Board

Clear division of Board Responsibilities

The Board has approved and adopted statements setting out the respective responsibilities of the Chairman, the Chief Executive Officer, and the Senior Independent Director of the Board.

Chairman

Greg Hodder Chairman

Executive Directors

Lee Tappenden - Chief Executive Officer

Dan Walden – Chief Financial Officer

Non-Executive Directors

David Stead - Senior Independent Non-Executive Director

Meg Lustman - Independent Non-Executive Director

Daniel O’Neill - Founder and Deputy Chair

Chairman

Greg Hodder

Chairman

The Chairman’s principal responsibility is the effective running of the Board and includes:

Ensuring the Board as a whole plays a full and constructive part in the development and determination of the Group’s strategy and overall commercial objectives
Ensuring the Board determines the nature and extent of the significant risks the Company is willing to embrace in the implementation of its strategy
Running the Board and setting its agenda
Ensuring that all Board members are given the opportunity to share their views and participate in the business of the Board
Encouraging all Board members to engage in Board and committee meetings by drawing on their skills, experience and knowledge
Ensuring that there is effective communication by the Group with its shareholders, including by the CEO, CFO and other executive management
Ensuring that members of the Board develop an understanding of the views of the major investors
Leading the annual evaluation of the performance of the Board, its Committees, and individual directors
Shaping the culture of the boardroom
Ensuring that the board listens to the views of shareholders, the workforce, customers and other key stakeholders

Chairman’s responsibilities

Greg brings a wealth of experience with previous Non-Executive Director and CEO appointments and a history of driving fast growth from entrepreneurial companies with particular experience in e-commerce and multi-channel. Greg has spent much of his career working in the retail sector including roles as President of New York-based company Smallbone PLC, CEO of Charles Tyrwhitt LLP and Chairman of Majestic Wines plc.

Greg is currently Senior Independent Director at Jarrold & Sons Limited and Non-Executive Chair at Purdy and Figg Ltd.

Chief Executive Officer

Lee Tappenden

CEO

The CEO’s principal responsibility is running the Group’s business, including:

Developing the Group’s purpose, strategy and commercial objectives, and proposing these to the Board
Implementing the decisions of the Board and its Committees
Providing input to the Board’s agenda, including that from other members of the executive team
Conducting the affairs of the Group with the highest standards of integrity, probity and corporate governance
Setting an example to the Company’s people and communicating expectations regarding the Company’s culture

CEO’s responsibilities

Lee Tappenden was appointed CEO of ProCook in September 2023, bringing extensive leadership, retail and consumer experience to the Group having spent over 25 years with Walmart and Asda, where he held a range of senior management roles, and also at Amyris Inc and Boston Consulting Group. His tenure at Walmart included roles in merchandising and operations, before becoming Chief Operations Officer, and then President and CEO of Walmart Canada. Lee spent the early part of his career with Mobil Oil.

Senior independent Non-Executive Director

David Stead

Senior independent Non-Executive Director

The SID’s principal responsibility is acting as a sounding board for the Chairman and serving as an intermediary for the other directors and shareholders, including:

Working with the Chairman, directors and shareholders to resolve significant or sensitive issues
Assisting in the maintenance of the stability of the Board and Company, particularly during any periods of stress
Taking responsibility for an orderly succession process for the Chairman, working closely with the Nomination Committee
Being available to shareholders should they have concerns that are unresolvable through the usual channels of the Chairman, CEO or other executive directors
Leading the performance evaluation of the Chairman on behalf of the other directors

Senior Independent NED’s responsibilities

An experienced director of companies in the UK retail sector, David was Chief Financial Officer of FTSE-listed Dunelm Group plc from 2003 to 2015 and Interim Chief Financial Officer in 2018. Prior to his role at Dunelm, David served as Finance Director for Boots The Chemists and Boots Healthcare International between 1991 and 2003. David is a chartered accountant, having spent the early part of his career with KPMG.