Corporate Governance Code

1. Establish a strategy and business model which promote long-term value for shareholders

Good Energy is a different kind of energy company, powering a cleaner, greener world. We make it simple to generate, share, store, use and travel by clean power. The Board considered the long-term interests of Good Energy’s stakeholders and set a course which aligns those interests with those of the Company, promoting the long-term interests of the Company and long-term value for all its shareholders. Good Energy’s ambition is to support one million homes and businesses cut carbon from their energy and transport use by 2025. Good Energy is well positioned to deliver long-term value for all shareholders through the implementation of its strategy, focusing on:

• Energy services: Services which help homes and businesses generate, store, use and share their own power.
• Transport: Making it simple to own, drive, power and pay for an electric vehicle.
• Renewable supply: Fairly priced, real 100% renewable electricity for committed green customers.

Good Energy continually reviews and aligns its business model to better enable delivery of its strategic ambitions. We have engaged our people through ongoing communication, using multiple channels to reinforce the pioneering, agile culture that enables Good Energy to continue to innovate and drive change.

For an update on the excellent progress made in pursuit of this strategy, read our strategic review on pages 14-19 of the 2022 Annual Report.

Read more about our business model here.

2. Seek to understand and meet shareholder needs and expectations

Good Energy is proud to have a diverse shareholder base, including a significant proportion of private shareholders (many of whom are also Good Energy customers) and other long-term investors. The Board seeks to understand the needs and expectations of its stakeholders, particularly shareholders, through insight gained from regular customer surveys and

focus groups, periodic investor surveys and obtaining structured feedback from investor road-shows. Good Energy’s strategy responds to the insight gained through these consultations.

Good Energy provides all shareholders and other stakeholders with relevant information in a timely and balanced manner and meets with its largest shareholders periodically to understand their views on Good Energy’s performance and future plans.

Good Energy actively encourages all shareholders to participate in its AGM as an opportunity for all shareholders to share their views openly with the whole Board and other shareholders.

Read more about our stakeholder engagement and the impact of it in the year, in our integrated s172 statement on pages 34-41 and in principle 10 of our 2022 Annual Report.

3. Consider wider stakeholder and social responsibilities and their implications for long-term success

The Board recognises its primary legal responsibility to promote the success of the Company for the benefit of its members as a whole, taking into account the interests of other stakeholders including customers, employees, partners, suppliers, regulators, the environment and the local communities in which Good Energy operates.

• Purpose-led from the outset, Good Energy continues to prove that the “other way” is better:

• Which? magazine’s latest ranking of green energy suppliers saw us top the league table for the second year running. The research from Which? rates energy companies on sustainability, awarding Good Energy the highest score and Eco Provider badge.

• We have long-term power purchase agreements with our community of over 1,700 independent UK generators, buying power directly from them and using it to match every kWh customers use.
• We were named “best green electricity supplier” and one of the UK’s most ethical companies of the last 25 years by Ethical Consumer Magazine.
• Our ‘Excellent’ 4.7* rating on TrustPilot, accredited by customers.
• We are also proud to have been an accredited Living Wage employer since 2015.

Establishing the right culture is an integral part of delivering Good Energy’s strategy, in which employees are key internal stakeholders within the business and developing its culture. Read about our “World Class Employer” accreditation on page 34 and read more about our wider stakeholder engagement on pages 34-41 in our 2022 Annual Report.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation

Good Energy recognises that effective enterprise risk management is critical to enable it to meet its strategic objectives.

We have a clear framework for identifying and managing risk, both at an operational and strategic level. Our risk identification and mitigation processes have been designed to be responsive to the rapidly changing environment in which we operate. The impact of emerging risks on the Company’s business model are also considered and used to make informed decisions, including as to the delivery and evolution of our strategy.

We believe the Company is well positioned to mitigate these principal risks currently facing the energy industry through a combination of our risk management processes, our control activity and the strategic direction we are pursuing.

Risk management training courses which include climate-related risks, are held for all senior leaders, with instructions on how to identify, measure, control and manage risks. The training consists of E-learning and two workshops, which are mandatory for senior leaders and optional for the rest of organisation.

Read more about our principal risks on pages 42-43 and more on risk management and controls in the Audit & Risk Committee Report on pages 67-69 in our 2022 Annual Report.

5. Maintain the Board as a well-functioning, balanced team led by the Chair

The Board currently comprises two Executive, the Chairman and three Non-Executive Directors as described here . The roles and responsibilities of the Chairman, Non-Executive Directors, Executive Directors and the Company Secretary are clearly defined and regularly reviewed.

Details of current roles and responsibilities are set out in the table below. The Board meets at least four times a year. Given

the turbulence of the energy market, additional ad hoc meetings took place during 2022. For Board meetings, the management team submit reports for consideration and the Board has a formal schedule of matters reserved to it. The Board has access to the company secretarial team and is able to take independent advice in the furtherance of duties if necessary.

The Nomination & Remuneration Committee discusses time commitments from Directors, particularly Non-Executive Directors. Over the reporting period Non-Executive Directors spent 20-25 days with Good Energy, the latter if they are Chair of a Committee.

The Board
Role of the Board	• Setting Group strategy and objectives in collaboration with the Executive. • Providing leadership, knowledge and experience to support and guide the Executive. • Engaging with all shareholders.	• Overseeing and monitoring business performance, internal controls, corporate governance and risk management. • Oversight of principal risks – including competitive position, political risk and programme delivery.
Chairman William Whitehorn	• Effective running of the Board and its Committees in accordance with principles of good corporate governance. • Setting the Board agenda.	• Managing the Board to ensure adequate time is allocated at Board meetings for discussion of all agenda items. • Ensuring the Board receives accurate, timely and clear information.
Other Non-Executive Directors	Providing knowledge, skills and external experience to challenge the Company’s management team and independently advise the Chairman and the Executive.
Chief Executive Nigel Pocklington	• Overseeing the day-to-day operation of the Group’s business. • Developing and implementing the Group’s strategy as approved by the Board.	• Establishing and maintaining formal and appropriate delegations of authority. • Maintaining a close working relationship with the Chairman.
Chief Financial Officer Rupert Sanderson	• Developing and implementing the Group’s strategy as approved by the Board. • Establishing and maintaining formal and appropriate delegations of authority.	• Overseeing and managing financial resources for the Group and its subsidiaries. • Maintaining a close working relationship with the Chair of Audit & Risk Committee.
Role of the Company Secretary	•The Board and each Director has unlimited access to the Company Secretary. LDC Nominee Secretary Limited served as the Company Secretary throughout 2022 and on 16 December 2022, Computershare Company Secretarial Services Limited took over as the Company Secretary. Alongside our in-house Company Secretarial team, they are responsible for:	• Acting as Secretary to the Board and its Committees, ensuring compliance with Board procedures and corporate governance requirements, Directors’ induction and ongoing training requirements. • Providing governance, advisory and administrative support to the Board and its Committees.

6. Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities

The Board is satisfied that it has an appropriate balance of skills and experience as well as an appropriate balance of personal qualities and capabilities to deliver the Company’s long-term strategic objectives.

The Board regularly reviews its composition and that of its Committees to ensure it has access to diverse perspectives and the necessary up-to-date experience, skills and capabilities to discharge its duties effectively.

The Nomination & Remuneration Committee also works to ensure the right balance of skills, knowledge and capabilities on the Board. Changes are made to the composition of the Board and its Committees to ensure the right balance of complementary skills and capabilities for Good Energy’s strategic direction.

The Board also reviews the length of time each Director has served on the Board and assesses if contributions made by each Director remain effective. Details of the Director’s tenure can be found below.

7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

The Board conducts an annual evaluation process to assess its effectiveness, as well as that of its Committees

and the individual Directors, to drive its continuous improvement. The process is described in more detail on page 65 of our 2022 Annual Report.

8. Promote a corporate culture that is based on ethical values and behaviours

The Board recognises the importance of its role in promoting and monitoring the Company’s desired culture and ensuring it is consistent with the Company’s long-term strategic objectives.

Good Energy’s core values are to be fair, straightforward and inclusive. In early 2023, we updated our fourth value, determined, to focused. This change is in response to our acquisition of Igloo Works and the creation of combined values that reflect the values of both teams coming together.

We are committed to acting ethically in all our business relationships and expect the same high standards from our suppliers and other business partners. We communicate our policies internally and externally, to support all relevant stakeholders to uphold our values. Our Modern Slavery Act statement can be found here, setting out our commitment to minimizing risks of forced labour within our company and supply chain.

Our Code of Good Conduct is core to providing a positive customer experience, and is reviewed and updated if necessary annually as the Group continues to evolve. It is accessible on the company intranet, with an online learning module provided to all employees as part of their induction. Good Energy’s Code of Good Conduct reflects the Board’s duties under the Companies Act 2006, s172. The code covers seven themes which underpin our customer-centric approach: IT Security, Operating with Integrity, Whistleblowing, Valuing our People, Expenses, Information Governance and Procurement.

Our Code of Good Conduct:

· Provides a framework to empower Good Energy employees to make informed decisions that are in the best interests of the Company, its customers and other stakeholders;

· Reflects the environment in which the Company operates;

· Mitigates risk;

· Explains where our employees can get advice including where to access our company policies; and

· Demonstrates the Group’s commitment to working with honesty, respect and transparency.

Promoting an inclusive and fair culture

We value people’s differences in creating a more productive and innovative organisation with an engaged workforce. The Group’s employment policies follow best practice in terms of equal opportunities for all employees, irrespective of race,

gender, nationality, sexual orientation, disability, marital status, religion or age. This includes making reasonable adjustments during the hiring process and to working practices to accommodate the needs of people who are disabled or become disabled during employment with Good Energy.

Formal and informal flexible working requests are open to everyone. To further support the diversity of our workforce, our team of employee Inclusion Champions help shape our diversity and inclusion initiatives. We are also opening up more hybrid and remote roles to broaden our recruitment pool.

Finally, we conduct regular Pulse surveys on issues affecting our workforce, to make sure everyone can share their experiences. We also carry out annual employee engagement surveys using the Gallup approach.

Our gender pay gap report is set out on page 34 and our section 172 statement is available on pages 34-41 in our 2022 Annual Report.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board

Good Energy’s governance structures support its corporate culture and are appropriate to its stage of development and the complexity of the business. The Board has established a Nomination & Remuneration Committee and an Audit & Risk Committee to support effective governance and decision-making.

The Board’s Committees
Nomination & Remuneration Committee	Audit & Risk Committee
Board Composition	Corporate Governance
Succession planning	Financial Reporting
Board nominations	Internal Controls
Remuneration policy	Risk Management
Incentive design and target setting	External Auditor
Executive remuneration review	Oversight of principal risks

The key areas for focus for the Committees are listed above.

The Board continuously monitors the effectiveness of its governance structures, enabling them to evolve over time to support Good Energy’s growth and development. In 2022, the Audit & Risk Committee committed to overall responsibility of climate-related risks and opportunities aligning with the TCFD requirements. No risks were reported.

10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

Good Energy welcomes dialogue with shareholders, particularly the need for open communication on the Company’s strategy, and takes care to calibrate perspectives expressed by individual members in the context of Good Energy’s members as a whole. Principal communications with all shareholders are conducted through the Annual and Interim results, AGM and Interim RNS announcements on key business developments. Good Energy supplements its Annual and Interim results with presentations to analysts and other interested stakeholders (all available on its website) and meets with larger shareholders at least twice annually to discuss both performance and governance, as well as our future plans and one to one meetings. The Board actively encourages shareholder participation at its Annual General Meeting and general meetings. Since 2020, Good Energy have used the Investor Meet Company platform enabling all shareholders to interact with the CEO and CFO at key financial events. Engagement levels can be viewed on page 39 of the s172 statement in our 2022 Annual Report.

Good Energy’s Investor Relations team supports effective communications with shareholders and other investors and can be contacted at: investor.relations@goodenergy.co.uk. In addition, there is a dedicated group website at www.goodenergy.co.uk/investors/ and an option to sign up to investor related alerts.

The Board also recognises the importance of maintaining effective engagement with other stakeholders and

taking into account the interests of internal and external stakeholders when making decisions. Examples of

ways in which Good Energy maintains active communication with other stakeholders are described in our section 172 statement on pages 34-41 of the strategic report in our 2022 Annual Report.

Last updated: 10 May 2023