UK listed companies are required by the Financial Conduct Authority (the designated UK Listing Authority) to include a statement in their annual accounts on compliance with the principles of good corporate governance and code of best practice set out in the UK Corporate Governance Code ('the Code').
The following information has been extracted from the 2016 annual report (download the full 2016 annual report).
The business of the Company is managed by the Board of Directors, currently comprising two executive and five non-executive Directors, details of whom are shown on the Our Board page.
The offices of the Chairman and Chief Executive Officer are separate. The division of their responsibilities has been set out in writing, approved by the Board and can be seen on the Our Board page of this website.
The Board meets regularly to review trading results and has responsibility for the major areas of Group strategy, the annual Business Plan, financial reporting to and relationships with shareholders, dividend policy, internal financial and other controls, financing and treasury policy, insurance policy, major capital expenditure, acquisitions and disposals, Board structure, remuneration policy, corporate governance and compliance.
The Chairman ensures that all Directors are properly briefed to enable them to discharge their duties. Management accounts are prepared and submitted to the Board on a monthly basis. Before each Board meeting appropriate documentation on all items to be discussed is circulated.
Directors’ attendance at Board and Committee meetings during the year is detailed below.
|Board||Audit and Risk||Remuneration||Nominations|
|No. of meetings||9||4||7||2|
|JG Astrand||3 (max 3)||-||-||-|
|P Gallagher||2 (max 2)||-||-||-|
|RD Mackenzie||3 (max 3)||-||3||-|
|C Miles||5 (max 5)||1||4||-|
|CJR Muir||6 (max 6)||-||-||-|
All Directors in office at that time were present at the Annual General Meeting held in September 2015.
The external auditor and the Head of Group Internal Audit attended all Audit and Risk Committee meetings.
The Nominations Committee is responsible for the composition of the Board including the selection and appointment of new Directors.
The Committee has written terms of reference (download Nominations Committee terms of reference).
There is a formal induction process for new Directors facilitated by the Company Secretary. Before appointment non-executive Directors are required to assure the Board that they can give the time commitment necessary to properly fulfil their duties, both in terms of meeting attendance and preparation time.
Pursuant to those provisions of the Companies Act 2006 relating to conflicts of interest and in accordance with the authority contained in the Company’s Articles of Association, the Board has put in place procedures to deal with the notification, authorisation, recording and monitoring of Directors’ conflicts of interest and these procedures have operated effectively throughout the year and to the date of signing of this report and accounts.
The Board has considered the recommendations of the Davies Review into Women on Boards in the light of the provisions of both section B.2 of the Code, with which we are compliant, and of our existing policies and procedures.
The Board recognises the benefits of diversity at all levels of the business and in order to reinforce the Board’s commitment to equality, we have endorsed an Equal Opportunities Policy (download the Equal opportunities policy).
Whilst the overriding criteria for Board appointments will always be based on merit, so as to encourage an appropriate balance of skills, experience and knowledge on the Board at all times, for all future appointments we will only use executive search firms who have committed to the Voluntary Code of Conduct on gender diversity. At the same time the Board recognises that, particularly given the nature of its business, the development of a pool of suitably qualified candidates may take time to achieve and therefore do not believe it is appropriate to set targets, however aspirational, at the present time.
Although no system of internal controls can provide absolute assurance against material misstatement or loss, the Group’s system is designed to provide the Directors with reasonable assurance that, should any problems occur, these are identified on a timely basis and dealt with appropriately.
Confirmation that the Board has performed an assessment of the risk management and internal control systems of the Group, as required by the Code provision C.2.3, is contained in the Managing risk report on pages 38 to 42.
The Board has established a confidential telephone service, operated by an independent external organisation, which may be used by all staff to report any issues of concern relating to dishonesty or malpractice within the Group. All issues reported are investigated by senior management and Internal Audit as appropriate.
Each reporting segment prepares monthly management accounts with a comparison against their business plan and prior year, with review by management of variance from targeted performance levels.
These commentaries are consolidated into the pack submitted to the Board. Year to date actuals are used to guide forecasts, which are updated regularly and communicated to the Board.
Each reporting segment prepares a three year Business Plan on an annual basis. This is presented to and approved by the Board. Performance against these plans is reviewed on a monthly basis.
An account of the work of the Audit and Risk Committee is included within the Report of the Audit and Risk Committee on pages 60 to 63. Both the external auditor and Head of Internal Audit report directly to the Committee.
Throughout the year the Company maintains a regular dialogue with institutional investors and brokers’ analysts, providing them with such information on the Company’s progress and future plans as is permitted within the guidelines of the Listing Rules. In particular, twice a year, at the time of announcing the Company’s half and full year results, they are invited to briefings given by the Chief Executive and Group Finance Director.
The Company’s major institutional shareholders have been advised by the Chief Executive that, in line with the provisions of the Code, the Senior Independent Director and other non-executives may attend these briefings and, in any event, would attend if requested to do so.
All shareholders are given the opportunity to raise matters for discussion at the Annual General Meeting, of which more than the recommended minimum 20 working days' notice is given.
Details of proxies lodged in respect of the Annual General Meeting will be published on this website immediately following the meeting.
The Board considers that the Company complied with the provisions of the Code throughout the year with the exception of C.3.1. Up until the appointment of Claire Miles in November 2015 the Audit and Risk Committee comprised two independent non-executive Directors, rather than three. Upon appointment to the Board Claire was appointed to the Audit and Risk Committee and therefore since November 2015 and up until the date of this report C.3.1 has been complied with.
By order of the Board
27 June 2016
|Terms of Reference of the Audit and Risk Committee|
|Terms of Reference of the Nomination Committee|
|Terms of Reference of the Remuneration Committee|
|Articles of Association|
|Memorandum of Association|
(extracted from 2015 annual report)
|Report of the Audit and risk committee report (extracted from the 2015 annual report)|
53171 (England & Wales)
01325 467 558
01325 467 558
020 3128 8769