Corporate Governance
Compliance
The Directors are of the opinion that the Company has complied with the provisions of the 2006 Combined Code on Corporate Governance throughout the year except where explicitly set out below.
Board of Directors
The Board consists of five Directors; two Executive Directors and three Non-Executive Directors. The Board is chaired by Charles Matthews. Ben Stocks is the Group Chief Executive and Christopher Tyler is the Group Finance Director. Michael Gatenby, Charles Matthews and Andrew Walker are independent Non-Executive Directors. Michael Gatenby is the Senior Non-Executive Director. The Board considers that Charles Matthews continues to be an independent Non-Executive Director after his appointment as Chairman. The Board has a fixed schedule for reviewing the Group’s operating performance and has other specific responsibilities reserved to it, which include:
- Approval of the published financial results and dividends;
- Appointments to the Board and other Board committees;
- Approval of the strategic direction of the business;
- Approval of expenditure over certain limits;
- Approval for acquisitions and disposals;
- Approval of treasury policy and significant new financing;
- Approval of the funding policies of the defined benefit pension scheme.
The Executive Directors manage the day to day operations of the business within the framework set out by the Board. Outside the formal schedule of Board meetings the Chairman and Non-Executive Directors make themselves available for consultation with the Executive team as necessary.
Procedural compliance is monitored by the Company Secretary and the Directors’ appointment and removal is a matter for the Board as a whole. Independent professional advice and training are available to all the Directors. The Senior Non-Executive Director, Michael Gatenby,is available for consultation with shareholders through the Company Secretary, by written submission. None of the Company’s major shareholders has asked for a meeting with the Non-Executive Directors in the period under review; however the Executive Directors have met with the Company’s major shareholders and other potential investors on a regular basis and have reported to the Board on those meetings.
The Non-Executive Directors’ terms of appointment do not specify a specific period for their appointment and therefore the terms are not in compliance with provision B.1.6 of the Code; however in accordance with the Articles of Association, one third of the Directors who have served throughout the year retire by rotation each year and, if eligible, may offer themselves for re-election at the Annual General Meeting. All newly appointed Directors offer themselves for election at the first Annual General Meeting following their appointment.
On joining the Board a new Director receives appropriate induction including meeting with other Directors, visiting the Group’s principal operations and meeting with senior management and the Group’s principal advisers. The Board has put in place a procedure by which any Director may take independent professional advice at the expense of the Company, in furtherance of his duties as a Director of the Company.
The Company maintains Directors’ and Officers’ liability insurance.
The Board has a schedule of six pre-arranged meetings during the year. In addition such other meetings as are required are arranged to deal with specific issues or transactions.
The Board undertook a rigorous self assessment review during the year to consider its own performance. The Senior Non-Executive Director maintains regular contact with the other Independent Non-Executive Directors and the Executive Directors, sufficient to monitor the performance of the Chairman.
