Overview

The Board is committed to maintaining the highest standards of governance across the Group and recognises that a strong corporate governance framework is fundamental to achieving Merlin’s strategic objectives.

Merlin’s overriding purpose is to bring joy, create connections and make memories and we work with our stakeholders to create truly memorable experiences for guests as well as long term value for our investors. Our corporate governance framework has been developed to safeguard these objectives.

The Board and the Merlin Board

Motion JVCO Limited, the ultimate parent company of the Merlin group, is managed by its Board of Directors (the Board) which comprises representatives of its principal shareholders, an independent Chairman and an independent Non-executive Director. The Board meets as required by the Shareholder Investment Agreement to provide governance over the Group and to consider those matters requiring specific approval by the Company.

The same shareholder representative Directors, independent Chairman, and independent Non-executive Director, together with the Group’s Chief Executive Officer and Chief Financial Officer, meet regularly as the Merlin Entertainments Limited Board of Directors (the Merlin Board) to provide leadership and set the strategy for the Group.

Board Committees

The following Committees have been in operation during the year:

Health, Safety and Security Committee

The Committee membership comprises an independent chair, representatives from each of the investor consortium, two of whom are Board members, and the independent Non-executive Director. Meetings are also attended by the Group’s Chief Executive Officer and Chief Financial Officer, together with the Group Safety, Engineering and Security Director and the Chief Operating Officer of the Gateway Attractions and Resort Theme Parks Operating Groups.

Audit Committee

The Committee membership comprises representatives from two members of the investor consortium, one of whom is a Board member with recent and relevant financial experience who chairs the Committee.

Remuneration Committee

The Committee membership comprises the independent Chairman and representatives of each of the investor consortium, all of whom are Board members. The independent Chairman chairs the Committee.

Other Committees

In addition to the Board Committees, there is the following non-Board Committee.

Executive Committee

Chaired by the Chief Executive Officer, the Committee membership comprises all members of the Executive team who report into the Chief Executive Officer.

Corporate governance framework

The Board and the Merlin Board maintain a strong corporate governance framework and they continue to apply the Wates Corporate Governance Principles for Large Private Companies. Details of how the Group approaches these principles can be found in the most recent Annual Report & Accounts.

Section 172 Statements

Motion JVCO Limited and a number of its UK subsidiaries are required to publish a statement explaining how the Directors have given due regard to the matters set out in s.172 of the Companies Act 2006 when performing their duties.

The s.172 statement for Motion JVCO Limited can be found on page 36 of its most recent Annual Report.

The most recent s.172 statements for our UK subsidiaries which are required to produce such statements are provided below:

Merlin Attractions Operations Limited - Section 172 Statement

Merlin Entertainments (SEA LIFE) Limited - Section 172 Statement