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Share Price 63.50p-1.00
Corporate Governance
(a) Combined Code
The Directors are committed to high standards of corporate governance and business integrity in order to maintain the trust of investors and other stakeholders in the Company. The Board has established an operating structure that complies with the recommendations of the UK Corporate Governance Code.
(b) The Board Structure
With the exception of Sion Kearsey, the Company regards all of its Non-Executive Directors as independent as defined in the UK Corporate Governance Code and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. Sion Kearsey, who is a significant Shareholder and represents the Principal Shareholders on the Board, is not considered independent.
Under the terms of the Relationship Agreement entered into between the Company and the Principal Shareholders, the Principal Shareholders have rights to appoint one Non-Executive Director to the Board and to the nomination committee of the Board. Such rights are retained only for so long as the Principal Shareholders hold 15 per cent., taken together, or more of the Ordinary Shares. The current nominee is Sion Kearsey.
The Board has established an audit committee, a remuneration committee and a nomination committee.
(c) Audit Committee
The audit committee is chaired by David Tilston and its other member is Tony Illsley. The audit committee will meet not less than two times a year and will have responsibility for, among other things, monitoring the integrity of the Group's financial statements and reviewing its summary financial statements. It will oversee the Group's relationship with its external auditors (including advising on their appointment), review the effectiveness of the external audit process and consider the extent of the non-audit work undertaken by external auditors. The committee will give due consideration to laws and regulations, the provisions of the UK Corporate Governance Code and the requirements of the Listing Rules. It will also have responsibility for reviewing the effectiveness of the Group's system of internal controls and risk management systems. The ultimate responsibility for reviewing and approving the interim and annual financial statements remains with the Board. The Board considers that David Tilston has recent and relevant financial experience.
Audit Committee Terms of Reference
(d) Remuneration Committee
The remuneration committee is chaired by Tony Illsley and its other members are John Hughes and David Tilston.
The remuneration committee will meet not less than two times a year and will have responsibility for making recommendations to the Board
(i) on the Group's policy on remuneration of senior managers,
(ii) for the determination, within agreed terms of reference, of the remuneration of the Chairman and of specific remuneration packages for each of the Executive Directors and the Senior Managers, including pension rights and any compensation payments and
(iii) for the implementation of employee share plans.
The remuneration committee will also ensure compliance with the UK Corporate Governance Code in this respect and monitor the remuneration of the Senior Managers. The remuneration committee will also generate the remuneration report.
Remuneration Committee Terms of Reference
(e) Nomination Committee
The nomination committee is chaired by John Hughes and its other member is Sion Kearsey, the nominee of the Principal Shareholders. The committee will meet at least once a year and will have responsibility for making recommendations to the Board on the composition of the Board and its committees,
identifying potential candidates to be appointed as Directors and making recommendations to the Board on retirements and appointments of additional and replacement Directors (including succession planning) and ensuring compliance with the UK Corporate Governance Code.
