The Board is committed to maintaining 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.

Company purpose

The Board has defined the Company’s purpose as “Porvair aims to develop specialist filtration, laboratory and environmental technologies for the benefit of all stakeholders.” Measures of success include consistent earnings per share growth and improvement in selected ESG metrics.

The Group is directed and controlled by the Board. It provides strategic leadership and support with the aim of developing the business profitably, whilst assessing and managing the associated risks. The Board ensures that the financial management, controls and resources are in place to enable the business to meet its objectives. The Directors take collective responsibility for the Group’s performance.

 

The Board has a formal 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; and
  • Approval of the funding policies of the defined benefit pension scheme.

The Chairman is responsible for leadership of the Board. The responsibilities of the Chairman are set out clearly in a written document approved by the Board.

 

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.

 

All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are complied with. The Company Secretary is responsible for advising the Board, through the Chairman, on all governance matters.

 

The appointment and removal of the Company Secretary is a matter for the Board as a whole.

 

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.

Risk and internal control

The Board has overall responsibility for ensuring that the Group maintains a system of internal controls and for reviewing its effectiveness. The system is not designed to eliminate the risk that the Group’s objectives will not be achieved but to ensure that there is an ongoing process for identifying, evaluating and managing the significant risks. As with any such system, it can only provide reasonable, but not absolute, assurance against material misstatement or loss. The Group’s key procedures are as follows:

S172

S172(1) Reporting
General confirmation of Directors’ duties
The Board’s approach to decision making
The Board’s approach to stakeholder engagement

Compliance with the Code

The Board complies with all aspects of the 2018 UK Corporate Governance code. The 2018 UK Corporate Governance code has applied to the Group from 1 December 2019.