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Shareholder engagement

The Board, in the performance of its duties listens to the views of shareholders, colleagues and other key stakeholders, recognising they are central to the long-term prospects of the company. Each year, the Investor Relations (IR) team prepares a scheduled programme of engagement between the Company and its largest institutional investors. This supports a regular dialogue with the Company’s institutional shareholders, where the CEO and CFO meet with investors to discuss the business further. Great care is exercised during such meetings to ensure that any price sensitive information is not disclosed, as such information is only released in accordance with the requirements of the Market Abuse Regulation and Financial Conduct Authority rules.

Presentations are also provided to institutional shareholders and analysts following the publication of the Group’s financial results or for other selected topics in respect of the business. Copies of such presentations can be found HERE, at the time of the event. The Chairman is available to discuss strategy and governance issues with shareholders and Mark Brooker, as the Senior Independent Non-Executive Director, is available to shareholders if they have concerns that have not been, or cannot be, addressed through the Chairman, CEO or CFO. Meetings between the Chairman, CEO and/or the CFO and shareholders can be held on request to discuss governance and corporate responsibility issues generally.

In November 2018, the Company held a Capital Markets Day for analysts and investors. This included presentations covering each of the Group’s three business divisions – Online, Retail and the US. In order to reach the largest available audience, the presentations were also webcast and the presentation materials can be found HERE.

The Group also obtains feedback from its corporate brokers and other advisers on the views of institutional investors on a non-attributable basis and the CEO and/or CFO, supported by the IR team, communicate the issues and concerns of major shareholders to the Board.

As a matter of routine, the Board receives regular reports from IR and from the Company’s external advisers on issues relating to recent share price performance, material changes in the Company’s share register and trading activity, and general shareholder sentiment. The Board also receives copies of analysts’ reports on an ad-hoc basis via the Company’s IR team. Updates on other matters of external and media interest are provided via the Corporate Communications team.

The Chair of the Remuneration Committee also facilitated a number of discussions with key investors during 2018 as part of the ongoing contact programme to discuss long-term executive arrangements.