The Board is committed to high standards of corporate governance, and has chosen to comply with the QCA Corporate Governance Code (the Code). We have based our corporate governance framework on its main principles. The Chairman’s Statement on Corporate Governance is outlined below, as are the specific disclosures required by the Code. We review our corporate governance arrangements regularly.
The Board has adopted a schedule of matters reserved for its decision. These include:
- Acquisition policy
- Corporate governance
- Risk management
- Health and safety
- Approval of major capital expenditure
- Approval of annual budgets
- Approval of annual reports
- Dividend recommendations and policy
The Board comprises: the Non-Executive Chairman, Peter Baker, who was appointed on 1 July 2014; two Executive Directors (John Duffy, Chief Executive and Stephen Boyd, Finance Director); and three Non-Executive Directors (Raymond Duignan, Marnie Millard and Robert Beveridge). All Non-Executive Directors and the Chairman are considered independent.
There is a clear division of responsibilities between the Chairman and the Chief Executive. The Chairman is responsible for leading the Board, setting its agenda and monitoring its effectiveness. He meets regularly and separately with the Chief Executive and the other Non-Executive Directors.
The Board has delegated certain responsibilities to the Audit, Remuneration and Nomination Committees.
Robert Beveridge chairs the Audit Committee, with Raymond Duignan as the other member.
Marnie Millard chairs the Remuneration Committee, with Raymond Duignan as the other member.
Peter Baker chairs the Nomination Committee with Raymond Duignan as the other member. Terms of Reference for each of the Committees which detail their primary responsibilities are available to view in the ‘Downloads’ section below.
Internal controls and risk management
The Board has overall responsibility for the system of internal controls to safeguard shareholders’ investment and the Group’s assets. It is also responsible for reviewing the effectiveness of those controls. They are designed to manage rather than eliminate the risks of failure to achieve the Group’s objectives, and can only provide reasonable, and not absolute, assurance against material loss and misstatement. The Group has dedicated resource to the periodic review of its policies and procedures, and testing of its systems.
Keeping shareholders informed
The Board maintains a general policy of keeping all interested parties informed by regular announcements and update statements. In doing this, we keep in mind the proportions of direct, nominee and institutional shareholders, and distribute communications between them accordingly.
Specific methods of communication are:
- Annual general meetings
- Broker briefings
- Broker and analyst visits to operating sites
- Letters to shareholders when appropriate
- Corporate website
- One-to-one meetings with investors.