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); four Non-Executive Directors (Raymond Duignan, Marnie Millard, Zoe Morgan and Robert Beveridge). All Non-Executive Directors 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 Zoe Morgan and Raymond Duignan as the other members.
Zoe Morgan chairs the Remuneration Committee, with Marnie Millard and Raymond Duignan as the other members.
Peter Baker chairs the Nomination Committee with Raymond Duignan as the other member. The Committee’s main responsibilities include:
- Advising the Board on the appointment of Directors
- Reviewing the composition and size of the Board
- Evaluating the balance of skills, knowledge, experience and diversity of the Board
- Making recommendations on succession planning.
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. We have employed additional staff to review current policies and procedures, and to test the 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.