Corporate Governance

The Group continues to endeavour to apply the highest standards of corporate governance and has considered the guidance set out in the UK Corporate Governance Code, which applies only to companies listed on the London Stock Exchange, together with the Corporate Governance Guidance and Principles for Unlisted Companies which was issued by the Institute of Directors in November 2010. The Group has implemented the recommendations set out in these guidelines where it is considered both practical and appropriate for the Group.

The Role of the Board

The Board is responsible for creating the framework within which the Group operates. It challenges and supports the strategic direction of the Group, ensures the necessary resources are available and sets controls and standards. It also monitors performance and approves budgets, material investments and commitments. The Board endeavours to ensure that there is effective corporate governance throughout the Group.

The Board delegates responsibility to the executive management for the Group’s performance in order to ensure that the business is managed in a fit and proper manner in keeping with its values and principles. The Board has put in place an organisational structure with formally defined lines of responsibility and there are clear limits on the authority devolved to the Group’s businesses and individuals to make financial commitments appropriate to the size of the subsidiary or relevant business.

Board Independence

The non-executive directors bring a wide range of experience to the Board and participate fully in key decisions facing the Group. The Board is aware of the other commitments of its directors and is satisfied that these do not conflict with their duties as directors of the Group.The directors are responsible for notifying the Company Secretary if they become aware of actual or potential conflict situations or a change in circumstances relating to an existing authorisation.

Board Committees

In accordance with the principles of good governance, the following committees have been established by the Board:

  • Nomination Committee
  • Audit Committee
  • Remuneration Committee

All of these committees operate under written terms of reference and report their objectives, responsibilities and activities annually.

Internal Control

The Board maintains its ongoing commitment to operating an Internal Audit function to provide the Board with relevant, timely and independent assurance on the Group’s activities.