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Statement by the directors in respect of corporate governance arrangements and s172(1) Companies Act 2006

The Board of Breedon Group plc have provided a statement under s172(1) of the Companies Act 2006 which can be found on pages 97 to 101 of the 2025 Annual Report.  The statement identifies key examples of decisions taken by the Board, how stakeholders were considered in that decision-making process, how these decisions are connected to our business model and overall corporate strategy, and how the Board's decisions are implemented by management.

Full details of the corporate governance arrangements of Breedon Group plc and its subsidiaries together with an explanation of how the Group has complied with the UK Corporate Governance code is provided on pages 126 to 131 in the 2025 Annual Report

See below for the statements made by the Board of Directors of certain Breedon Group companies regarding the performance of their duties under s172(1) (a) to (f) of the Companies Act 2006.  

The Board of Breedon Cement Limited Ltd (the Company) is of the opinion that it has acted in a way which would be likely to promote the success of the Company for the benefit of stakeholders through the decisions it has taken in the year to 31 December 2025.

Stakeholder engagement provides the Board with insight as to what matters most to our stakeholders. The board values the feedback that this engagement provides which allows us to build trust, balance interests, needs and concerns, and make better decisions for all those affected.

The Board recognises the critical role stakeholders play in the long-term success of the Company and is committed to building sustainable and resilient relationships with them.

The Board considers the Company to have four distinct groups of key stakeholders. These groups and examples of how the Board has considered their interests in the year are set out below:

Colleagues - Improved engagement with colleagues ensures we develop, motivate and retain our valued workforce while promoting and attracting new colleagues who want to work for us. All colleagues are offered a fair benefits and compensation package relative to their role and level in the organisation.

Customers and suppliers - Engaging with our customers helps us deliver excellent customer service and build relationships to enable us to get the right product, to the right place, at the right time for the right price. Engaging with our suppliers helps us deliver a sustainable supply chain and circular economy. The Company recognises the significant role its suppliers play in continuing our success. We endeavour to maximise value from our suppliers and work with them to support the delivery of our customers’ needs.

Communities - Positive engagement with our communities ensures that we understand and take into account their concerns and needs so that we can address these and improve the communities that we live and work in. Our businesses have active liaison programmes with the communities in which they operate, and they seek to take into account their interests and concerns in their operational activities.

Regulators, local government, and industry associations - Through our engagement we are able to respond and contribute to sector needs and requirements, deliver on compliance and regulatory standards, and have input in their development. We are committed to adherence of our legal and regulatory obligations. We actively support our industry representatives in pursuing the best regulatory regime for our business.

Statement by the directors in respect of s172(1) Companies Act 2006

The Board of Breedon Group Services Limited (the Company) is of the opinion that it has acted in a way which would be likely to promote the success of the Company for the benefit of stakeholders through the decisions it has taken in the year to 31 December 2025.

Stakeholder engagement provides the Board with insight as to what matters most to our stakeholders. The Board values the feedback that this engagement provides which allows us to build trust, balance interests, needs and concerns, and make better decisions for all those affected.

The Board recognises the critical role stakeholders play in the long-term success of the Company and is committed to building sustainable and resilient relationships with them.

The Board considers the Company to have three distinct groups of key stakeholders. These groups and examples of how the Board has considered their interests in the year are set out below:

Colleagues - Improved engagement with colleagues ensures we develop, motivate and retain our valued workforce while promoting and attracting new colleagues who want to work for us. All colleagues are offered a fair benefits and compensation package relative to their role and level in the organisation.

Communities - Positive engagement with our communities ensures that we understand and take into account their concerns and needs so that we can address these and improve the communities that we live and work in. Our businesses have active liaison programmes with the communities in which they operate, and they seek to take into account their interests and concerns in their operational activities.

Regulators, local government, and industry associations - Through our engagement we are able to respond and contribute to sector needs and requirements, deliver on compliance and regulatory standards, and have input in their development. We are committed to adherence of our legal and regulatory obligations. We actively support our industry representatives in pursuing the best regulatory regime for our business.

Corporate governance

Under the Companies (Miscellaneous Reporting Regulations) 2018, the Company is required to state which formal governance code, if any, it applied during the year (and how it was applied) or, if it has not applied any corporate governance code, explain why one was not applied and the corporate governance arrangements in place.

The Company is the legal employer of over 3,000 employees of Breedon Group plc, a listed business which follows the UK Corporate Governance Code. Full details of the corporate governance arrangements of the Group and its subsidiaries, together with an explanation of how the Group has complied with the UK Corporate Governance code is provided on pages 126 to 131 in the 2025 Annual Report for Breedon Group plc which can be obtained from the investors section of the Group’s website, or from the Company Secretary, Breedon Group plc, Pinnacle House, Breedon Quarry, Breedon on the Hill, Derby, DE73 8AP.

Since the approach to governance detailed in the Group Annual Report provides a strong foundation of corporate governance which encompass the activities of the Company, the Directors do not consider it appropriate for the Company to follow a separate corporate governance code.

The governance arrangements of the Company are such that while the Company Directors are ultimately responsible for decision making, the Company operates within a Delegated Authority which de facto ensures that Group governance arrangements are applied at a Company level through ensuring that all major operational and strategic decisions are subject to approval and oversight by the Group Board. This includes, where relevant, activities of the sub-committees of the Group Board such as the Audit & Risk Committee, Remuneration Committee, Sustainability Committee and Nomination Committee.

The Board of Breedon Trading Limited (the Company) is of the opinion that it has acted in a way which would be likely to promote the success of the Company for the benefit of stakeholders through the decisions it has taken in the year to 31 December 2025.

Stakeholder engagement provides the Board with insight as to what matters most to our stakeholders. The Board values the feedback that this engagement provides which allows us to build trust, balance interests, needs and concerns, and make better decisions for all those affected.

The Board recognises the critical role stakeholders play in the long-term success of the Company and is committed to building sustainable and resilient relationships with them.

The Board considers the Company to have four distinct groups of key stakeholders. These groups and examples of how the Board has considered their interests in the year are set out below:

Colleagues - Improved engagement with colleagues ensures we develop, motivate and retain our valued workforce while promoting and attracting new colleagues who want to work for us. All colleagues are offered a fair benefits and compensation package relative to their role and level in the organisation.

Customers and suppliers - Engaging with our customers helps us deliver excellent customer service and build relationships to enable us to get the right product, to the right place, at the right time for the right price. Engaging with our suppliers helps us deliver a sustainable supply chain and circular economy. The Company recognises the significant role its suppliers play in continuing our success. We endeavour to maximise value from our suppliers and work with them to support the delivery of our customers’ needs.

Communities - Positive engagement with our communities ensures that we understand and take into account their concerns and needs so that we can address these and improve the communities that we live and work in. Our businesses have active liaison programmes with the communities in which they operate, and they seek to take into account their interests and concerns in their operational activities.

Regulators, local government, and industry associations - Through our engagement we are able to respond and contribute to sector needs and requirements, deliver on compliance and regulatory standards, and have input in their development. We are committed to adherence of our legal and regulatory obligations. We actively support our industry representatives in pursuing the best regulatory regime for our business.

Corporate governance

Under the Companies (Miscellaneous Reporting) Regulations 2018, the Company is required to state which formal governance code, if any, it applied during the year (and how it was applied) or, if it has not applied any corporate governance code, explain why one was not applied and the corporate governance arrangements in place.

For the year ended 31 December 2025, the Company is the largest trading subsidiary of Breedon Group plc, a listed business which follows the UK Corporate Governance Code. Full details of the corporate governance arrangements of the Group and its subsidiaries, together with an explanation of how the Group has complied with the UK Corporate Governance code is provided on pages 126 to 131 in the 2025 Annual Report for Breedon Group plc which can be obtained from the investors section of the Group’s website, or from the Company Secretary, Breedon Group plc, Pinnacle House, Breedon Quarry, Breedon on the Hill, Derby, DE73 8AP.

Since the approach to governance detailed in the Group annual report provides a strong foundation of corporate governance which encompasses the activities of the Company, the directors do not consider it appropriate for the Company to follow a separate corporate governance code.

The governance arrangements of the Company are such that while the Company’s directors are ultimately responsible for decision making, the Company operates within a Delegated Authority which de facto ensures that Group governance arrangements are applied at a Company level through ensuring that all major operational and strategic decisions are subject to approval and oversight by the Group Board. This includes, where relevant, activities of the sub-committees of the Group Board such as the Audit & Risk Committee, Remuneration Committee, Sustainability Committee and Nomination Committee.

The Board of Whitemountain Quarries Ltd (the Company) is of the opinion that it has acted in a way which would be likely to promote the success of the Company for the benefit of stakeholders through the decisions it has taken in the year to 31 December 2025. 

Stakeholder engagement provides the Board with insight as to what matters most to our stakeholders. The board values the feedback that this engagement provides which allows us to build trust, balance interests, needs and concerns, and make better decisions for all those affected.

The Board recognises the critical role stakeholders play in the long-term success of the Company and is committed to building sustainable and resilient relationships with them.

The Board considers the Company to have four distinct groups of key stakeholders. These groups and examples of how the Board has considered their interests in the year are set out below:

Colleagues - Improved engagement with colleagues ensures we develop, motivate and retain our valued workforce while promoting and attracting new colleagues who want to work for us. All colleagues are offered a fair benefits and compensation package relative to their role and level in the organisation.

Customers and suppliers - Engaging with our customers helps us deliver excellent customer service and build relationships to enable us to get the right product, to the right place, at the right time for the right price. Engaging with our suppliers helps us deliver a sustainable supply chain and circular economy. The Company recognises the significant role its suppliers play in continuing our success. We endeavour to maximise value from our suppliers and work with them to support the delivery of our customers’ needs.

Communities - Positive engagement with our communities ensures that we understand and take into account their concerns and needs so that we can address these and improve the communities that we live and work in. Our businesses have active liaison programmes with the communities in which they operate, and they seek to take into account their interests and concerns in their operational activities.

Regulators, local government, and industry associations - Through our engagement we are able to respond and contribute to sector needs and requirements, deliver on compliance and regulatory standards, and have input in their development. We are committed to adherence of our legal and regulatory obligations. We actively support our industry representatives in pursuing the best regulatory regime for our business.


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