Corporate Governance

Our Board recognises the value of good governance in enhancing its effectiveness, and of our Directors staying well informed about the evolving governance landscape.

Board changes

This year, we had a notable change in our executive management team with the appointment of a new Chief Financial Officer. In January 2025, Steve Gunning announced his intention to retire from Halma, stepping down as Chief Financial Officer on 31 March 2025. In line with the Nomination Committee’s succession plans, we were delighted to announce the appointment of Carole Cran as Steve’s successor, effective from 1 April 2025.

Carole had been a non-executive Director at Halma for nine years and served as Audit Committee Chair for most of that period. Her deep understanding of our business model and strategy has ensured a smooth and seamless transition. On behalf of the Board, I would like to thank Steve for his contribution to Halma during his tenure, and for his support with the handover process, and congratulate Carole on her executive appointment.

As part of the Committee’s routine succession planning, we began the search for two new non-executive Directors in the final quarter of 2024. In March 2025, we were pleased to announce the appointment of Barbara Thoralfsson as a non-executive Director, effective 16 June 2025. Barbara brings a wealth of international experience from public and private companies, across various sectors. In May 2025, we announced the appointment of Hudson La Force as a non-executive Director, effective 2 June 2025. Hudson has broad industrial and international experience which will complement the existing skills and experience that we have on the Board. I look forward to the contribution that Barbara and Hudson will bring in their roles.

Stakeholder engagement

The Board undertook its triennial externally facilitated Board and Committee evaluation this year – with Independent Board Evaluation supporting us with the process, through individual interviews and meeting observation. I am pleased to report that the Board and its Committees are operating effectively and that the boardroom dynamics include a valuable mix of mutual respect, support for management, informed debate and constructive challenge. The transparency of management reporting and openness between the executive and non‑executive Directors was identified as a key feature of our Board culture – which greatly facilitates effective decision‑making – and these are elements that I will continue to uphold, to ensure that diversity of thought and shared accountability prevails.

Stakeholder engagement

In the first quarter of 2025, I held meetings with a number of our largest shareholders. Stewardship teams and portfolio managers representing around one-fifth of the Company’s share capital engaged with me. Topics discussed included executive and non-executive director succession, talent and culture within our operating companies, and there were broader discussions on remuneration and sustainability matters. These conversations continue to be valuable to me and the Board, ensuring we have the opportunity to share information about the Company and, importantly, hear the views of our shareholders and confirm that they do not have any material concerns.

Additionally, our institutional investors are in regular dialogue with members of our executive and investor relations team throughout the year, including through meetings held with our Group Chief Executive and Chief Financial Officer immediately after our Full Year and Half Year results.

Employee engagement remains a focus area for the Board. Over the past year, the non-executive Directors increased their operating company visits and focus-group engagement with the wider workforce. They also attended and participated in company events, including panel discussions and networking at our Accelerate Halma conference, held in the US. During my site visits, it was most pleasing to see Halma’s Organisational and Cultural Genes embedded within the businesses, and demonstrated through the passionate talent who embrace our core values.

Our organisational structure and governance framework enables our companies to operate effectively and with agility – which means we can continue to deliver value through our sustainable growth, returns and positive impact for the benefit of all of our stakeholders.

Dame Louise Makin
Chair
12 June 2025