Corporate governance is at the core of what we do and our annual report details how the Board has applied the principles and provisions in the Financial Reporting Council’s UK Corporate Governance Code (the Code) during the year under review.
The Code sets out principles and specific provisions on how a company should be directed and controlled to achieve standards of good corporate governance and it provides a guide to a number of key components of effective board practice.
The Code applies to all companies with a Premium listing of equity shares, regardless of whether they are incorporated in the UK or elsewhere. The Company is therefore required to report against the Code for each of its financial years. A copy of the Code is available at www.frc.org.uk.
The Board is committed to the principles of corporate governance and corporate social responsibility, specifically including those contained in the Code. The Board also regularly takes account of the corporate governance guidelines of institutional shareholders and their representative bodies.
The Board recognises that good governance helps the business to deliver the strategy, generate shareholder value and safeguard shareholders' long-term interests, and is committed to high standards of corporate governance.
Composition of the Board
The Board is responsible for setting the Company's strategy and provides entrepreneurial leadership for our group of companies (the Group) within a framework of sound controls which enables risk to be managed. It sets the Company's objectives, values and standards and ensures that the financial and human resources are in place to meet them. The Board also regularly reviews management performance.
The Board normally meets 8 times a year, as well as spending one day at an offsite annual strategy conference. Further details of the Board responsibilities and processes are set out in the Corporate Governance report of our annual report.
The structure of the Board and the integrity of the individual directors ensures that no single individual or group dominates the decision making process. There is a common purpose of promoting the overall success of the Company with a unified vision of the definitions of success, the core strategic principles, and the understanding, alignment and mitigation of risk.
Full details of the directors and members of the "Board" are provided in the “Board” section of this website and in the Annual Report.
The Role of the Chairman and the Chief Executive
There is a clear division of the responsibilities of the Chairman and the Chief Executive Officer.
Please click on the below link for details of the responsibilities of each of the Chairman and the Chief Executive Officer:
The Board is supported in its work by the following key committees:
The Remuneration Committee
The Remuneration Committee determines the terms and conditions of employment, remuneration and rewards of the Executive Directors, the Chairman and the leadership teams. The Remuneration Committee focuses on what is necessary to attract, retain and motivate these individuals.
The Nomination Committee
The Nomination Committee manages the recruitment of the directors and advises on matters relating to the Board’s membership, committee appointments and this includes reviewing succession plans. The Nomination Committee also regularly reviews and monitors the skill set of the Board in general, particularly in light of the Group’s increasing growth and presence in parts of Europe.
The Audit Committee
The Audit Committee assists the Board in discharging its responsibilities for the integrity of the financial statements, reviewing the current internal controls and risk mitigation strategies and for monitoring the effectiveness and objectivity of the external auditor.
The Group Executive is responsible for the day to day management of the Group’s operations and for delivering the Group’s strategy.
The Board is kept up to date with developments in the business through the Chief Executive Officer and Chief Financial Officer’s monthly report, which is discussed in detail at each Board meeting. Group Executive members regularly attend Board meetings to present items, and they also meet with the Chairman, as appropriate, to discuss matters which are specific to their area on a less formal basis.
Board Responsibilities and Processes
The Board is responsible for the following:
- setting and approving the overall strategy of the Group;
- making and reviewing major business decisions;
- monitoring current trading against previously approved plans;
- exercising of control by annual review of ‘matters reserved’ for the Board;
- reviewing significant contractual commitments;
- reviewing of corporate governance arrangements;
- reviewing major risks and mitigation strategies;
- planning Executive and senior management succession; and
- reviewing and control of capital expenditure
For further details on the Corporate Governance of the Group please refer to the latest copy of our annual report.
Schedule of Matters Reserved to the Board
Please click here for details of the matters which are reserved to the Board for its decision:
Auditor Independence Policy
The Company has in place an Auditors Independence Policy which seeks to ensure that the External Auditor is capable of exercising objective and impartial judgment on all issues encompassed in its engagement.
Full details of the Company’s Auditor Independence Policy can be found by clicking here:
Anti-Bribery and Corruption Policy