Corporate Governance Arrangement

Board of Directors

The posts of Chairman and CEO are held by different Directors and the Board of Directors (the “Board”) is balanced by an appropriate non-executive element with four out of the five Directors being Non-executive Directors.

The Board meets regularly throughout the year (normally quarterly on a formal basis) and arrangements are made to enable information in a form and of a quality to be supplied to Directors on a timely basis to enable them to discharge their duties. Additionally, special meetings take place or other arrangements are made when Board decisions are required in advance of regular meetings. Certain matters are reserved for consideration by the Board (with other matters delegated to Board committees). The Board is responsible for leading and controlling the Company and in particular, setting the Company’s strategy, its investment policy and approving its budget and major items of expenditure, acquisitions and disposals.

The Board of Directors has a procedure through which the Directors are able to take independent advice in the furtherance of their responsibilities. The Directors have access to the advice and services of the Company Secretary.

As appropriate, the Board has delegated certain responsibilities to Board committees.

Audit Committee

The Audit Committee which was formed on the 9 May 2013 is chaired by Barry W Wilson, and its other members are Sir Richard Sykes and Professor Stephen Smith. The Audit Committee has responsibility for considering all matters relating to financial controls, reporting and external audits, the scope and results of the audits, the independence and objectivity of the auditors and keeping under review the effectiveness of the Group’s internal controls and risk management.

The committee monitors the scope, results and cost-effectiveness of the audit. It has unrestricted access to the Group’s auditors. In certain circumstances it is permitted by the Board for the auditors to supply non-audit services (in the provision of tax advice, or non-specific projects where they can add value). The committee has approved and monitored the application of this policy in order to safeguard auditor objectivity and independence.

Remuneration Committee

The Remuneration Committee which was formed on the 7 March 2013 is chaired by Sir Richard Sykes and its other members are Barry W Wilson and Professor Stephen Smith. The Directors consider that the composition of this committee is appropriate given the Company’s size and circumstances. The committee meets at least twice a year. The Remuneration Committee has responsibility for making recommendations to the Board on the Company’s policy for remuneration of senior executives, for reviewing the performance of executive Directors and senior management and for determining, within agreed terms of reference, specific remuneration packages for each of the executive Directors and members of senior management, including pension rights, any compensation payments and the implementation of executive incentive schemes. The committee administers the Company’s share option scheme and approves grants under the scheme. The committee is responsible for all senior appointments that are made within the Group. Non-executive Directors’ fees will be determined by the full Board.

Nomination Committee

The Nomination Committee which was formed on the 9 May 2013, is chaired by Sir Richard Sykes and its other members are Barry W Wilson and Professor Stephen Smith. The committee has responsibility for considering the size, structure and composition of the Board, and the retirement and appointment of Directors, and will make appropriate recommendations to the Board about these matters.

Investor Relations

The Directors seek to build a mutual understanding of objectives between the company and its shareholders by meeting with major institutional investors after the Company’s preliminary announcement of its year-end results and its interim results. The company also maintains investor relations pages on its website to increase the amount of information available to investors.

There is an opportunity at the Annual General meeting for individual shareholders to question the Chairman, and the Chairs of the Audit, Remuneration and Nomination Committees.

Internal Control

The Directors are responsible for establishing and maintaining the Group’s system of internal control and reviewing its effectiveness.

The system of internal control is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable but not absolute assurance against material misstatement or loss.

The main features of the internal control system are as follows:

  • a control environment exists through close management of the business by the executive Directors. The Group has a defined organisation structure with delineated approval limits. Controls are implemented and monitored by personnel with the necessary qualifications and experience
  • a list of matters reserved for Board approval
  • a regular management reporting and analysis of variances
  • standard financial controls operate to ensure that the assets of the Group are safeguarded and that proper accounting records are maintained.