Governance

Our Board provides leadership to the Group by setting and monitoring the implementation of its strategy. We ensure the Group has appropriate people, financial and other resources for this.

Board of Directors

With our standing Committees, we oversee controls, risk management and senior remuneration. We also lead the cultural tone for the Group – the Group-wide enthusiasm for which has always been a key part of our success. Our aim is to maximise value for shareholders and other stakeholders over the long term.

A copy of the UK Corporate Governance Code can be obtained from the Financial Reporting Council’s website www.frc.org.uk.

The UK Corporate Governance Code recommends that at least half the members of the Board of Directors, excluding the Chairman, should comprise Non-executive Directors determined by the Board to be independent. For the purposes of assessing compliance with the UK Corporate Governance Code, the Board considers that Gwyn Burr, Roisin Donnelly, Andrew Griffith and Diego Oliva are Non-executive Directors who are independent management and free from any business or other relationship that could materially interfere with the exercise of their independent judgement.

The Board also considers that the Chairman of the Company was independent at the time of his appointment. As the Board consists of the Chairman, four independent Non-executive Directors, two Executive Directors and one Non-executive Director who is not regarded as independent for the purposes of the UK Corporate Governance Code by virtue of their connection with certain Major Selling Shareholders, the Company does is in full compliance with this provision of the UK Corporate Governance Code.

See Matters reserved to the Board for further details

Audit Committee

The members of this Committee are:

  • Andrew Griffith (Chairman) – Senior Independent Non-Executive Director
  • Gwyn Burr – Independent Non-executive Director
  • Diego Oliva – Independent Non-executive Director

The UK Corporate Governance Code recommends that an Audit Committee is established which is comprised of at least three members, all of whom are independent non-executive directors and at least one of whom will have recent and relevant financial experience.

The Chairman of the Audit Committee is an independent Non-executive Director and not the Chairman of the Company. The Chairman of the Audit Committee is Andrew Griffith and he has recent and relevant financial experience. The Committee is therefore fully compliant with this provision of the UK Corporate Governance Code.

The terms of reference of the Audit Committee state that the Audit Committee shall meet as frequently as the Audit Committee deems appropriate, and in any event not less than three times per full financial year. The quorum for meetings of the Audit Committee will be two members. The Audit Committee shall meet the external auditor at least once a year, without management being present, to discuss the auditor’s remit and any issues arising out of the audit. The terms of reference of the Audit Committee also set out the authority of the Audit Committee to investigate any matter within its terms of reference.

The responsibilities of the Audit Committee will include monitoring the integrity of the Company’s results and financial statements; reviewing reports received from the Company’s management on the adequacy and the effectiveness of the Company’s internal controls and risk management systems; considering annually whether there is a need for an effectiveness of the Company’s internal audit function; and assessing the ongoing suitability of the external auditor and ensuring its co-ordination with any internal audit function.

See Audit Committee Terms of Reference (Terms for Audit Committee) for further details.

Remuneration Committee

The members of this Committee are:

  • Gwyn Burr (Chairman) – Non-executive Director
  • Andrew Griffith – Senior Independent Non-executive Director
  • Diego Oliva – Independent Non-executive Director

The UK Corporate Governance Code recommends that a Remuneration Committee is established which is comprised of at least three members, each of whom shall be independent non-executive directors (and may include the chairman of the Company if he was considered independent upon his appointment). The Chairman of the Remuneration Committee shall be an independent Non-executive Director and shall not be the Chairman of the Company. The Chairman of the Remuneration Committee is Gwyn Burr. As the Committee comprises three members who are independent Non-executive Directors, it is in full compliance with this provision of the UK Corporate Governance Code.

The terms of reference of the Remuneration Committee state that the Remuneration Committee shall meet as frequently as the Remuneration Committee deems appropriate, and in any event not less than twice in each full financial year. The quorum for meetings of the Remuneration Committee will be two members. The terms of reference of the Remuneration Committee also set out the authority of the Remuneration Committee to investigate any matter within its terms of reference.

The Remuneration Committee shall be responsible for all elements of the remuneration of the Executive Directors and the Chairman, and for recommending and monitoring the structure and level of remuneration for the senior management.

See Remuneration Committee Terms of Reference (Terms for Remuneration Committee) for further details.

Nomination Committee

The members of this Committee are:

  • Andrew Griffith (Acting Chairman) - Interim Chairman
  • Gwyn Burr – Non-executive Director
  • Roisin Donnelly – Non-executive Director
  • Diego Oliva – Independent Non-executive Director

The UK Corporate Governance Code recommends that a Nomination Committee is established which is comprised of a majority of independent non-executive directors. The Chairman or an independent Non-executive Director should chair the Nomination Committee, but the Chairman should not chair the Nomination Committee when it is dealing with the appointment of a successor to the chairmanship. The Acting Chairman of the Nomination Committee is Andrew Griffith, Senior Independent Non-executive Director and Interim Chairman.

The terms of reference state that the Nomination Committee shall meet as often as the Nomination Committee deems appropriate, and in any event shall be held not less than once in each full financial year. The quorum for meetings of the Nomination Committee will be two members, both of whom must be independent Non-executive Directors. The terms of reference of the Nomination Committee also set out the authority of the Nomination Committee to investigate any matter within its terms of reference.

The Nomination Committee shall be responsible for all aspects of the appointment of Directors of the Company and for regularly reviewing the structure, size and composition of the Board (including evaluating the balance of skills, knowledge, independence and experience of the Board), giving full consideration to succession planning and leading the process for appointments to the Board and making any recommendations to the Board.

See Nomination Committee Terms of Reference (Terms for Nomination Committee) for further details.

Constitutional documents

Articles of association [PDF 230 KB]