Corporate Governance

The governance arrangements of the Group are taken very seriously and whilst there is no regulatory requirement to comply with the Combined Code on Corporate Governance, as it applies only to those companies listed on the London Stock Exchange, every endeavour is made to apply the requirements of the Combined Code where it is considered both practical and appropriate for a private limited company.

The key elements of the Group’s Corporate Governance framework are as follows;

Workings of the Board

There are currently 10 Board members of which 6 are experienced Non-Executive Directors. The Board has a formal schedule of matters including monitoring the Group’s businesses and their performance, developing strategy, approval of major investments, acquisitions and disposals, approval of major contracts, board and senior management appointments, corporate governance, dividend policy, and the endorsement of Group policy in important areas. All directors have access to the service of the Company Secretary and can seek independent financial advice for the furtherance of their duties.

Board Independence

The Board has an appropriate mix of Executive and Non-Executive directors. The Non-Executives are chosen for the wide range of experience they bring to the Group and participate fully in the key strategic and operating decisions faced by the Group. The Non-Executives are all considered to be free from any business, or other relationship, which could materially interfere with the exercise of independent judgement.

Board Committees

The following committees all have written terms of reference in place and have been established by the Board.

Audit Committee

The committee membership is drawn from the Non-Executive Directors and is chaired by the Senior Non-Executive Director. The Group Finance Director, External Audit Partner and Group Internal Audit Manager are also invited to attend the meeting by the Chair of the Committee. The remit is to monitor the control environment of the Group, review the activities of both internal and external audit and monitor strategic capital acquisitions and investments.

Nominations Committee

The committee oversees the process for the nomination, selection and induction of directors ensuring an appropriate balance and blend of skills exist between the executive and non-executive directors. All new appointments are based on the recommendation of the Nominations Committee and approved by the entire board.

Remuneration Committee

The Chairman is advised by a committee of Non-Executive Directors in the process of setting and reviewing executive remuneration. Service contracts are in place for senior executive directors within the Group.

Internal Control

The Board has established appropriate organisational structures and authority levels to shape the control environment of the Group. This is reinforced by the assurance provided to the Board, via the Audit Committee, from key functions with the Group and the work of the external and internal auditors.