Introduction to Corporate Governance

Good corporate governance is an integral part of the success of the group.

The Board is committed to maintaining very high standards of corporate governance and ensuring values and behaviours are consistent across the business. The Board expects steady and continuous improvement in the Group's governance procedures.

In the Governance section of this report the Board sets out the information, policies and procedures adopted by the Group to ensure compliance with the relevant governance codes and financial law. The Governance section includes the Directors’ Report, the Corporate Governance Report, the Report of the Audit Committee and the Remuneration Report. It also includes a copy of the full text of the Remuneration Policy approved by shareholders at the Annual General Meeting in 2015.

The board

There have been no changes to the Board in the year under review. The Board consists of three Non-Executive Directors and two Executive Directors. The Board provides strategic leadership and guidance with the aim of allowing the Executive team to develop the business profitably within the framework of risk management and compliance.

The Board has established three Committees to advise the Board:

  • The Audit Committee advises the Board on matters relating to internal controls and financial reporting of the Group.
  • The Remuneration Committee determines and recommends the framework and policy for the remuneration of the Executive Directors.
  • The Nomination Committee provides a process and procedure for the appointment of new Directors.

Each Committee comprises all of the Non-Executive Directors.

Compliance with the code

The Board complied with all aspects of the UK Corporate Governance code throughout the year ended 30 November 2015, with the exception of fixed terms of employment for Non-Executive Directors. However, all of the Directors offer themselves for re-election at each Annual General Meeting.

Developments in 2015

In 2015 the Group thoroughly revised its approach to risk management in response to the new Corporate Governance guidance. The new process has, so far, proved worthwhile and has led to a number of projects to improve the security and sustainability of the business. In the course of this work the Board has broadened its reviews beyond financial regulation to incorporate reviews of the other areas of regulation, including where its products and operations are subject to specific industry, environmental and safety regulations.

In 2015, the shareholders approved the introduction of an Employee Benefit Trust. Future awards of Long Term Incentive Plan Shares will be funded through this Trust reducing the dilution impact on shareholders of the share incentives offered to our senior executives.

Having received approval for the Group’s Remuneration Policy at the AGM in 2015, the Group intends to operate within the framework set out in that policy for the next three years and accordingly, the policy will not be put to a shareholder vote at the AGM in 2016.

Governance structure

Governance Structure