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Corporate Governance
UK Corporate Governance Code
The Board is committed to high standards of corporate governance. On and the following Admission, the Company has complied with the Combined Code of Corporate Governance published in June 2008 by the Financial Reporting Council and its successor the UK Corporate Governance Code published in June 2010, also by the Financial Reporting Council. As envisaged by the both codes, the Board has established three committees: an audit committee, a nomination committee and a remuneration committee. If the need should arise, the Board may set up additional committees as appropriate.
Both codes recommend that at least half the board of directors of a UK-listed company, excluding the chairman, should comprise non-executive directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement. The Board considers that the Company has complied with the requirements of the codes in this regard.
Audit Committee
The Audit Committee’s role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group’s annual financial statements and interim reports prior to approval, focusing on changes in accounting policies and practices, considering the scope of the annual audit and the extent of the non audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group. The audit committee will meet at least twice a year. The Audit Committee is chaired by Philip Rowley, an independent non-executive Director with a financial background. Its other members are Lord Puttnam and Dante Roscini. The UK Corporate Governance Code recommends that all members of the audit committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in this regard.
For the full Audit Committee terms of reference, download the PDF.
Nomination Committee
The Nomination Committee assists the Board in determining the composition and make up of the Board. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors, as the need may arise. The nomination committee also determines succession plans for the Chairman and Chief Executive. The nomination committee will meet when appropriate. The Nomination Committee is chaired by Graham Howe and its other members are Lord Puttnam and Philip Rowley. The UK Corporate Governance Code recommends that a majority of the nomination committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in this regard.
For the full Nomination Committee terms of reference, download the PDF.
Remuneration Committee
The Remuneration Committee recommends what policies the Company should adopt on executive remuneration, determines the levels of remuneration for each of the Executive Directors and recommends and monitors the remuneration of members of Senior Management. The committee will also review the operation of share and share option schemes and the granting of such options, as well as generate an annual remuneration report to be approved by the members of the Company at the annual general meeting. The Remuneration Committee will normally meet not less than twice a year. The Remuneration Committee is chaired by Dante Roscini, an independent non-executive director, with Graham Howe and Lord Puttnam as members. The UK Corporate Governance Code recommends that all members of the remuneration committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in this regard.
For the full Remuneration Committee terms of reference, download the PDF.
