Corporate governance
Combined Code
The directors support high standards of corporate governance, and intend to comply fully with the Combined Code.
The Board Structure
The Combined Code currently recommends that at least half of the Board of Directors of a listed company, excluding the chairman, should comprise non-executive directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director's judgement. On appointment, the chairman should meet the criteria for independence set out in the Combined Code, although thereafter the chairman should not be considered as independent when assessing the balance of the board. The Board consists of the chairman, three independent non-executive directors and two executive directors.
The chairman's role is to ensure good corporate governance. His responsibilities include leading the Board, ensuring the effectiveness of the Board in all aspects of its role, ensuring effective communication with shareholders, setting the Board's agenda and ensuring that all directors are encouraged to participate fully in the activities and decision making process of the Board.
The Company has three independent non-executive directors, namely John Coombe, Andy Hornby and Penny Hughes. The Combined Code recommends that the Board should recommend one of its independent non-executive directors to the position of senior independent director. This senior independent director should be available to the shareholders in the event that contact through the normal channels of chairman, chief executive or finance director would be inappropriate or has been unsuccessful. The senior independent director of the Company is John Coombe. The Company regards all of its non-executive directors as independent non-executive directors within the meaning of "independent" as defined in the Combined Code and free from any business or other relationship which could materially interfere with the exercise of their independent judgement.
The Board has established an audit committee, a remuneration committee and a nomination committee.
Audit Committee
The audit committee is chaired by John Coombe and its other members are Andy Hornby and Penny Hughes. The audit committee will meet not less than three times a year and will have responsibility for, amongst other things, monitoring the integrity of the Group's financial statements and reviewing its summary financial statements. It oversees the Group's relationship with its external auditors and reviews the effectiveness of the external audit process. The committee gives due consideration to laws and regulations, the provisions of the Combined Code and the requirements of the Listing Rules. It also has responsibility for reviewing the effectiveness of the Group's system of internal controls and risk management systems. The ultimate responsibility for reviewing and approving the interim and annual financial statements remains with the Board. The Board considers that John Coombe has recent and relevant financial experience. Further details are set out in John Coombe's biography in the Board section.
Download the Audit Committee Terms of Reference (PDF, 30.8 KB, opens in a new window)
Remuneration Committee
The remuneration committee is chaired by Andy Hornby and its other members are John Coombe and Penny Hughes. The remuneration committee will meet not less than three times a year and has responsibility for making recommendations to the Board on the Group's policy on the remuneration of senior management and for the determination, within agreed terms of reference, of the remuneration of the chairman and of specific remuneration packages for each of the executive directors and the members of senior management, including pension rights and any compensation payments. The remuneration committee also ensures compliance with the Combined Code in this respect.
Download the Remuneration Committee Terms of Reference (PDF, 26 KB, opens in a new window)
Nomination Committee
The nomination committee is chaired by Oliver Stocken and its other members are John Coombe, Penny Hughes, Terry Duddy, and Andy Hornby. The nomination committee will meet not less than twice a year and has responsibility for making recommendations to the Board on the composition of the Board and its committees and on retirements and appointments of additional and replacement directors and ensuring compliance with the Combined Code.
Download the Nomination Committee Terms of Reference (PDF, 25 KB, opens in a new window)
Model Code
The Company has adopted a code of securities dealings in relation to the ordinary shares, securities in Group companies with stock exchange listings and other securities, to ensure compliance with the Model Code as published in the Listing Rules. The code applies to the directors and other relevant employees of the Company.
Articles of Association
The Articles of Association set out the internal regulation of the Company and cover such matters as the rights of shareholders, the appointment or removal of directors and the conduct of the Board and general meetings. In accordance with the Articles of Association, directors can be appointed or removed by the Board or shareholders in general meeting. Amendments to the Articles of Association must be approved by at least 75% of those voting in person or by proxy at a general meeting of the Company. Subject to company law and the Articles of Association, the Directors may exercise all the powers of the Company and may delegate authorities to Committees.
Download the Articles of Association (PDF, 323 KB, opens in a new window)
