Next PLC

###### Governance

Governance Structure Our straightforward governance structure to support ESG-related activities is simple to navigate. This allows emerging issues and matters for decision to be escalated in an efficient manner. The Board has delegated oversight of ESG activities to the Audit Committee, which is coherent with the Committee's broader remit given the increasing focus on the potential risks and financial impacts associated with climate change in particular. ESG is a standing agenda item at each Audit Committee meeting.

The Committee's remit includes:
• Monitoring progress against climate-related targets and key performance indicators
• Reviewing the Group's ESG risks and opportunities
• Reviewing the materiality of climate-related risk and its impact on the financial statements
• Monitoring adherence to externally applicable sustainability codes and principles.

There are wider governance arrangements in place to support the Audit Committee, and ultimately the Board, in undertaking their responsibilities. An ESG Steering Group meets quarterly to oversee the delivery of our action plan and improvement roadmap, ESG targets and emerging risks.

The Steering Group is chaired by the Legal and Compliance Director, and attended by the Deputy Company Secretary, the Head of Supplier Ethical Compliance, the Head of Sustainability and attended by other business functions as required.

The Chief Financial Officer, Jonathan Blanchard, is the Executive sponsor of ESG activities and directs the activities of the Steering Group. He meets regularly with key members of the Steering Group, receives updates throughout the year and is present at Audit Committee and Board meetings to discuss ESG matters that arise. The Audit Committee receives reports from the ESG Steering Group at each of their meetings. The Audit Committee Chair subsequently updates the Board and makes appropriate recommendations.

As the Company continues to realise growth opportunities through transactions, our governance structure evolves as we integrate the activities of new companies and partners. The straightforward approach provides flexibility to facilitate this and underpins our approach to ensuring our own high standards are consistently applied across a growing business. This in turn allows effective oversight by the Board, via the Audit Committee, of ESG activities and associated risks and opportunities. See our Annual Report for more details. In the year ahead, our focus is to further build our data, place policies in the public domain and continue to embed ESG into our day-to-day business decisions.

###### Governance and Risk Management
A robust governance structure, clear risk management
and internal controls framework, are embedded
throughout the business and are core to our Corporate
Responsibility approach.

The Group Finance Director has responsibility for all
corporate responsibility matters, including human rights and
modern slavery. She receives regular updates from the Head
of Corporate Responsibility and Sustainable Development.
Regular updates are also provided to the Audit Committee.
In addition, the Head of Supplier Ethical Compliance provides
monthly updates to the Product teams and at least annually
to the Audit Committee, reporting on the performance of our
global supply chain as measured against our Code of Practice
[Principle Standards (as detailed in 'Our Suppliers').](https://www.nextplc.co.uk/~/media/Files/N/Next-PLC-V2/2019/code-of-practice-principle-standards-may19.pdf)

As part of the NEXT risk management process, detailed risk
registers are maintained by each business area and used
to identify, evaluate, manage, measure and monitor risks.
Specific corporate responsibility risks are therefore recorded,
considered and managed as part of this process. In addition,
the impact of corporate responsibility risk factors is also
included, where appropriate, in the NEXT plc directors'
assessment and review of NEXT's principal risks. NEXT's
principal risks are detailed in the Strategic Report section
of our latest Annual Report.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Engagement activities relating to the climate change agenda are centrally managed through the Product Legislation and Sustainable Development Department which reports directly to the Group Finance Director (Main Board) with overall responsibility for corporate responsibility and sustainability. Enquiries/correspondence that enter the business through other routes are passed to this team for review and management. This approach ensures Next can deliver a common approach both internally and externally and ensure the approach is consistent with our overall climate change strategy. The Head of Product Legislation and Sustainable Development completes a risk register relating to climate impacts and in addition provides updates to the Audit Committee as a standing agenda item at all meetings incorporating all ESG related topics.

Describe the process(es) your organization has in place to ensure that your external engagement activities are consistent with your climate commitments and/or climate transition plan?[…]Engagement activities relating to the climate change agenda are centrally managed through the Product Legislation and Sustainable Development Department which reports to NEXT's Company Secretary who then reports to the Group Finance Director (Main Board) with overall responsibility for corporate responsibility and sustainability. Enquiries/correspondence that enter the business through other routes are passed to this team for review and management. This approach ensures Next can deliver a common approach both internally and externally and ensure the approach is consistent with our overall climate change strategy. The Head of Product Legislation and Sustainable Development completes a risk register relating to climate impacts and in addition provides updates to the Audit Committee as a standing agenda item at all meetings incorporating all ESG related topics.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]No, and we do not plan to have one in the next two years