Good Energy is committed to high standards of corporate governance and places good governance at the heart of the business. In July 2018, the Board formally adopted the Quoted Companies Alliance code of corporate governance (“the Code”) in line with requirements of the London Stock Exchange’s Alternative Investment Market (“AIM”) Rules. The Board believes that the Code provides a rigorous corporate governance framework to support the business and its success in the long-term.

The Code was recently updated, with changes to take effect for financial periods commencing on or after 1 April 2024. This report relates to a previous financial period and therefore, while the Company is mindful of the evolving Code  requirements, it has been prepared by reference to the then applicable Code. The Company is currently undertaking an impact assessment to assess any changes that may be required to ensure that the Group meets the expectations of the updated Code for future reporting periods and an update will be provided in the next annual report.

The Code sets out 10 corporate governance principles. The ways in which Good Energy meets these principles is described in the following sections and incorporates information about the ways in which the Board discharges its duties under s172 of the Companies Act 2006. The fully integrated s172 statement is available on pages 24 to 29 of the 2023 Annual Report.


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 future. We make it simple to generate, use and share renewable energy and have set ourselves the objective of delivering everything needed for a greener home or business. 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 is well-positioned to deliver long-term value for all shareholders through the implementation

and delivery of its strategy to become the micro generation specialist, focusing on:

  • Energy services: Heat pump, solar and storage installation, export tariffs and the Feed in Tariff administration.
  • Transport: Making it simple to own, drive, power and pay for an electric vehicle through its 49%ownership of the UK’s largest mapping platform Zapmap.
  • Renewable supply: Serving around 90,000 business and domestic customer with renewable supply and a range of smart import energy tariffs.

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 10-12 of the 2023 Annual Report. Read more about our business model here.

2. Seek to understand and meet shareholder needs and expectations

The Company 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 roadshows. 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. In addition, a comprehensive Investor Relations programme is undertaken to increase engagement and education of current shareholders as well as attendance at multiple speaking events to promote awareness of the Company to new potential shareholders.

The Company 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 24-29 of the 2023 Annual Report and in principle 10 below.

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:

  • Achieving “World Class Employer” accreditation for the second year running and ranked the 17th best large employer in the UK by Best Companies.
  • Which? magazine’s latest ranking of green energy suppliers saw us top the league table for the third 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 2,000 independent UK generators, buying power directly from them and using it to match every kWh customers use.
  • Following the acquisition of Wessex ECOEnergy Limited in July 2023, we are engaging with the programs run by industry bodies Solar Energy UK and SolarPower Europe, to ensure that we only source products from partners who represent acceptable levels of risk and are themselves engaged in improving standards across the industry.
  • 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’ 4.8 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 Best Companies accreditation on page 26 and read more about our wider stakeholder engagement on pages 24-29 of the 2023 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, at a tactical, operational and strategic level and a dedicated Information Governance, Risk and Compliance Team. 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 Good Energy’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 Group is well positioned to mitigate these principal risks through a combination of our risk management processes, our control activity and the strategic direction we are pursuing. The Board embeds effective risk management and remains ultimately accountable. The Audit and Risk Committee provide updates at every Board meeting in addition to regular reviews of the corporate risk register and the Company’s risk appetite.

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 across Good Energy Limited and our heat pump installation business and optional for the rest of the Group.

Read more about our principal risks on pages 30-31 and more on risk management and controls in the Audit and Risk Committee Report on pages 54-56 of the 2023 Annual Report.

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

The Board currently comprises three Executive, the Chair and three Non-Executive Directors as described on pages 38 to 41 of the 2023 Annual Report. The roles and responsibilities of the Chair, 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 overleaf. The Board meets at least four times a year with ad hoc meetings taking place as required. 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 Board is aware that the latest version of the Code, for application to financial periods commencing on or after 1 April 2024, anticipates that shareholders could be offered an opportunity to vote annually on the election of individual directors. At present the Company requires one third of directors to retire by rotation and be re-elected by shareholders. The Board is confident in the independence of the Non-Executive Directors and will consider the application of this principal of the Code in future reporting periods. See page 49 of the 2023 Annual Report for more details about Director independence.

The Nomination and 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 DirectorsProvidiProviding knowledge, skills and external experience to challenge the Company’s management team and independently advise the Chair 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 Chair.
Chief Financial Officer Rupert Sanderson• Overseeing Financial Reporting,
Trading, Legal. Compliance and Risk,
Regulatory Affairs and Procurement.
• Overseeing and managing
financial resources for the Group
and its subsidiaries.
• Maintaining a close working
relationship with the Chair of
Audit and Risk Committee.
Chief Operating
Fran Woodward
• Overseeing Sales and Energy
Origination, Marketing, Customer
Operations and the People and
Culture functions.
• Overseeing and managing Company
operations for the Group and its
• Maintaining a close working
relationship with the Chair of
Nomination and Remuneration
Company Secretary• The Board and each Director has
unlimited access to the Company
• 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.

Other information:
• The roles of Chair and Chief Executive have always been split with the Chair acting in a non-executive capacity.
• The Executive Directors are accountable to the Board for the operating and financial performance of the Group.
• The Board is responsible for approving the appointment of Executives, setting Executive remuneration and devising incentive programmes, agreeing financial and accounting policies and ensuring that all shareholders are properly informed about the state of the businesses. In addition, the Board is responsible for the appointment and removal of the Company Secretary.
• At the end of the reporting period, the Board comprised the Chair, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and three Non-Executive Directors. The Board considers that the Non-Executive Directors as a unit play an important role in ensuring that no individual or group dominates the Board’s decision making.
• The Board does not consider that the appointment of a Senior Independent Director is appropriate at this time due to the small size of the Company and the Board.
• The Board has constituted two Committees: Audit and Risk and Nomination and Remuneration. Both Committees comprise only independent Non-Executive Directors.
• All current Directors hold shares in the Company with the exception of the Chief Operating Officer, although the Company does not require them to do so.

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

The Board is satisfied that, with the addition of the Chief Operating Officer in October 2023, 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 acknowledges that the implementation of the Company’s strategy to deliver installation services will require it to continually reassess the composition of its members and the likely evolution of the blend of skills and experience required to ensure that it can support the business.

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 and 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 gender diversity, balance of Executive and Non-Executive Directors and Non-Executive Directors tenure can be found on page 45 of the 2023 Annual Report .

The Board receive routine updates on industry, regulatory and legal developments from the business and its advisers in addition to the Company Secretarial team who arrange any required training. The Board have access to additional resources and events held by external bodies such as the QCA.

The Board continues to have briefings on a variety of topics including developments in corporate governance and  appropriate handling of personal data, insight from shareholders, customers and staff on their views and expectations of Good Energy as well as formal briefings from the Company’s nominated adviser on updates to the AIM rules and other capital markets matters.

Procedures are in place to enable individual Directors to seek independent and/or external advice at the expense of the Company.

Read more about the Board of Directors on pages 38-41 and the Nomination and Remuneration

Committee on pages 57-64 of the 2023 Annual Report.

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

The Board conducts an annual performance review process to assess its effectiveness, as well as that of its Committees and the individual Directors, to drive its continuous improvement. The Board undertook an externally facilitated evaluation and review to assist in the facilitation of communication between the Board and the Executive team. The process is described in more detail on page 52 of the 2023 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 Group’s desired culture and ensuring it is consistent with its long-term strategic objectives.

Good Energy’s core values are to be fair, straightforward, inclusive and focused. See more about how we work on page 47 of the 2023 Annual http://www.goodenergy.co.uk/investors/wp-content/uploads/sites/6/2024/04/Good-Energy-2023-Annual-Report-interactive.pdfReport.

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 recently acquired companies have values that aligned with Good Energy which was important in decision making during the acquisition process to ensure our deeply embedded ethics run throughout the entire Group. Read more about the acquisitions that have been made on pages 10-12 of the 2023 Annual Report.

Our Modern Slavery Act statement can be found on our website https://www.goodenergy.co.uk/modern-slavery-act/ , setting out our commitment to minimising 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.

Our Code of Good Conduct:

• Covers seven themes which underpin our customer-centric approach: IT Security, Operating with Integrity, whistleblowing, Valuing our People, Expenses, Information Governance and Procurement.

• 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. See page 57 of the 2023 Annual Report for details. In 2023, we opened 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.

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 and Remuneration Committee and an Audit and Risk Committee to support effective governance and decision-making.

The Board’s Committees 
Nomination & Remuneration CommitteeAudit & Risk Committee
Board CompositionCorporate Governance
Succession planningFinancial Reporting
Board nominationsInternal Controls
Remuneration policyRisk Management
Incentive design and target settingExternal Auditor
Executive remuneration reviewOversight 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.

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 periodic 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 27 of the 2023 Annual Report of the s172 statement.

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 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 24-29 of the strategic report in the 2023 Annual Report.

Last updated: 30 April 2024