We do not comply with the UK Corporate Governance Code
The Board of Directors, which consists of the Executive Chairman, Chief Operating Officer, Group Finance Director and two independent Non-Executive Directors, meets at least ten times throughout the year. J Edwards is the Senior Independent Director.
The Directors have access to independent professional advice in executing their duties on behalf of the Company.
Policy on appointment and reappointment
In accordance with the Articles of Association, all Directors are required to retire and submit themselves for re-election at least every three years by rotation.
The Board has established the following committees:
The Audit Committee, which consists of the non-executive Directors, and is chaired by J Edwards, has specific terms of reference and meets with the auditors at least twice a year. The Committee reviews the financial statements prior to their recommendation to the Board for approval and assists the Board in ensuring that appropriate accounting policies, internal financial controls and compliance procedures are in place.
The Remuneration Committee, which consists of the non-executive Directors and is chaired by S Lang from 27 February (Chaired during the year by J Cohen), is responsible for determining the remuneration arrangements of the executive Directors and for advising the Board on the Company’s remuneration policy for senior executives.
The Nominations Committee consists of the non-executive Directors and chaired by the Executive Chairman, is responsible for reviewing the structure, size and composition of the Board and its Committees and evaluating potential candidates for nomination when and if it is deemed necessary to appoint a new Director to the Board. The Committee makes its recommendations to the full Board for its consideration and approval.
The Board acknowledges its responsibility for the Group’s systems of internal financial and other controls. These are designed to give reasonable, though not absolute, assurance as to the reliability of information, the maintenance of adequate accounting records, the safeguarding of assets against unauthorised use or disposition and that the Group’s businesses are being operated with appropriate awareness of the operational risks to which they are exposed.
The Directors have established an organisational structure with clear lines of responsibility and delegated authority.
The systems include:
the appropriate delegation of responsibility to operational management;
financial reporting, within a comprehensive financial planning and accounting framework, including the approval by the Board of the detailed annual budget and the regular consideration by the Board of actual results compared with budgets and forecasts;
clearly defined capital expenditure and investment control guidelines and procedures; and
monitoring of business risks, with key risks identified and reported to the Board.