
9
Mitie Group plc
Annual Report and Accounts 2025
Strategic report
Governance
Financial statements
Stakeholder engagement
The Board is committed to understanding the needs of our stakeholders and acting on their
feedback, and we do so through an extensive programme of engagement. Board members
conduct a range of listening sessions throughout the year with our colleagues, many of
whom work on the front line, to hear their views and ensure open lines of communication.
We also attend equality, diversity and inclusion (ED&I) events run by our diversity networks
across Mitie.
It was my pleasure to hear the views of shareholders during my annual Chairman’s
governance roadshow at the start of the year, and to accompany Jennifer Duvalier, Chair
of the Remuneration Committee, in an extensive shareholder consultation on our new
Directors’ Remuneration Policy, which received over 80% support at the July 2024 AGM.
Board composition and changes
Mitie’s Board is diverse in skills, experience and background – qualities that are essential for
promoting robust governance and oversight. At 31 March 2025, 40% of Board positions
were held by women and 20% were ethnically diverse.
We adopt a proactive approach to succession planning, both at Board level and across the
executive leadership team. In March 2025, we were delighted to welcome Christopher
Rogers to the Board as the Chair Elect. Christopher brings extensive Board experience
across a range of sectors and is a highly respected finance leader with a wealth of
experience gained during his executive career. He will take over as Chairman when
I step down and leave the Board at our July 2025 AGM, and I wish him every success in
his new role.
Mary Reilly will be succeeded by Penny James as Chair of the Audit Committee when
she steps down from the role following the completion of the FY25 Annual Report and
Accounts. I would like to extend my thanks to Mary for her expertise and leadership in
guiding our financial oversight and ensuring the integrity of our reporting processes over
the past eight years.
Shareholder returns
Our capital allocation policy prioritises strategic M&A at returns materially above our
weighted average cost of capital; a progressive dividend policy with a 30–40% payout
ratio; and the purchase of all shares to fulfil employee incentive schemes. Surplus funds
are returned to shareholders via share buyback programmes to remain within our target
leverage range of 0.75x – 1.5x.
In this context, the Board is recommending a final dividend of 3.0p per share. When added
to the 1.3p interim dividend paid in respect of the first six months of the year, this brings the
total dividend for FY25 to 4.3p per share. This represents an 8% increase on the prior year
(FY24: 4.0p) and a payout ratio of 34% (FY24: 33%). The final dividend will be paid on
4 August 2025, following approval at the July 2025 AGM.
During FY25, we completed our largest share buyback programme of £100m. In total,
we have returned £179m to shareholders through buybacks, share purchases for incentive
schemes and dividends in the year, and have invested £48m in strategic acquisitions.
Our strong free cash flow generation and low leverage continue to support proactive
capital deployments, including a new £125m share buyback programme for FY26.
Closing remarks
As I conclude my tenure as Chairman, I reflect on Mitie’s remarkable journey. Your business
has transformed to become the industry leader, not only by market share, but also through
its investments in technology and innovation, and focus on its sustainability and social value.
I extend my deepest gratitude to my fellow Board members, our shareholders, customers,
colleagues and partners for their ongoing support and commitment. It has been an immense
privilege to be part of this journey, and I am confident that the foundations we have laid will
lead to outstanding outcomes.
Derek Mapp
Chairman
Further reading
Facilities Transformation
see page 21
Stakeholder engagement
see pages 34 to 38
Financial performance
see pages 45 to 49
Sustainability statement
see pages 50 to 75
Governance report
see pages 90 to 141
Directors’ remuneration report
see pages 124 to 137
Message from
Christopher Rogers
On behalf of the Board and all Mitie
colleagues, I would like to thank Derek
Mapp for his extraordinary contribution
as Chairman. During his tenure, Mitie has
emerged as the UK’s largest technology-
led Facilities Transformation business.
It is an honour to succeed Derek in this
role. I am delighted to be joining the
Board of a truly world-class company
with a highly experienced management
team, and I look forward to working with
them to continue to grow the business
and create value.
Mitie’s clear vision and commitment to
its purpose is evident, and I have been
deeply impressed by the dedication and
expertise of our colleagues as I continue
my visits around the business.
Engagement has always been the highest
priority for our Board, and I fully intend to
embrace these important opportunities
to hear the views of our stakeholders.
I hope to meet many of you, our
shareholders, at the July AGM.
Read more about Christopher’s
background and experience on page 92