Corporate Governance
The Board supports the highest standards in
corporate governance in accordance with the principles of good
governance and Code of Best Practice (the Combined Code). The
Combined Code recommends that the board of directors of a UK public
company should include a balance of executive and non-executive
directors (and in particular non-executive directors), such that no
individual or small group of individuals can dominate the board’s
decision-taking. The Combined Code further recommends that at least
half of the Board, excluding the Chairman, should comprise
Non-Executive Directors determined by the Board to be independent,
and that one Non-Executive Director should be nominated as Senior
Independent Director.
The Board (excluding the Chairman) currently
consists of three Executive Directors and three Non-Executive
Directors. For the purposes of assessing compliance with the
Combined Code, the Board considers Pelham Allen, Stuart Doughty and
James Newman as new Non-Executive Directors, to be independent of
executive management and free from any business or other
relationship that could materially interfere with the exercise of
their independent judgement. The Board have recognised that
notwithstanding Pelham Allen’s former role as a non-executive
director to SWHL, a position he held for three years prior to
Admission, this relationship with the Company is not likely to
affect his judgement as an independent Non-Executive Director. In
accordance with the Combined Code, Stuart Doughty has been
nominated as the senior independent Non-Executive Director. The
Company expects that the Board will meet at least 10 times each
year and may meet at other times at the request of any
Director.
The Board is responsible for the proper
management of the Group and holds meetings regularly. The Board
will continue to review the Combined Code as well as the Company’s
procedures to maintain proper control and accountability. The
Company will be in compliance with the requirements of the Combined
Code to the extent that these will be applicable on Admission, in
particular in respect of board composition, a balance of
non-executive directors and the establishment of board committees
as referred to below. The Board have recognised that, following
Admission, additional features of the Combined Code will be
applicable to the Company such as communication with institutional
shareholders and certain reporting requirements in the Company’s
annual report which to date, as an unlisted company, have not been
part of the established controls. The Company will comply in all
respects with its corporate governance obligations after
Admission.
The Directors are able to take independent
advice in the furtherance of their responsibilities as Directors
and have access to the advice and services of Geoff Redwood, the
company secretary. Geoff is responsible for ensuring that Board
procedures are followed and that there is compliance with all
applicable rules and regulations.
In accordance with the Combined Code, the
Board has reserved certain matters for decision by the Board,
including material acquisitions and disposals, investments and
capital projects. In addition, the Board has an established Audit
Committee as well as a Remuneration Committee and is establishing a
Nominations Committee. Each of these will have formally delegated
duties and responsibilities within written terms of reference.
Audit Committee
The Audit Committee is chaired by James Newman
and its other members are Pelham Allen and Stuart Doughty. James,
Pelham and Stuart are independent Non-Executive Directors. The
Audit Committee will meet not less than three times a year and
senior management, including the Chairman, the Finance Director and
the Joint Chief Executives, may be invited to attend all or part of
any meeting. The Audit Committee will meet the external auditors at
least once a year without the Executive Directors present. The
external auditors will have unrestricted access to the Audit
Committee and its chairman. The Audit Committee is responsible for
making recommendations to the Board on the appointment of the
external auditors and their remuneration. The Audit Committee will
consider all matters relating to financial controls and reporting,
internal and external audits, the scope and results of the audits,
the independence and objectivity of the auditors and will keep
under review the effectiveness of the Group’s financial controls
and risk management.
Remuneration Committee
The Remuneration Committee is chaired by
Stuart Doughty and its other members are Pelham Allen and James
Newman. Stuart, Pelham and James are independent Non-Executive
Directors. The committee will meet not less than twice a year. The
Chairman, the human resources director and other senior management
and external advisers may be invited to attend meetings as the
Remuneration Committee considers appropriate. The Remuneration
Committee has responsibility for making recommendations to the
Board on the Group’s policy for remuneration of senior executives,
for reviewing the performance of Executive Directors and senior
management and for determining, within agreed terms of reference,
specific remuneration packages for each of the Executive Directors
and members of senior management, including pension rights, any
compensation payments and the implementation of executive incentive
schemes. In accordance with the Combined Code, the Remuneration
Committee will refer to independent remuneration research and
professional advice when considering its recommendations. In
accordance with the committee’s terms of reference, no individual
may participate in discussions relating to his or her own terms and
conditions of service or remuneration. Non-Executive Directors’
fees will be determined by the Chairman and the Executive
Directors.
Download the terms of
reference (.pdf, 131kb)
Nominations Committee
The Nominations Committee will be chaired by
Geoff French, and its other members will be Pelham Allen, Stuart
Doughty and James Newman. The committee will meet not less than
twice a year, will have responsibility for considering the size,
structure and composition of the Board, Board committee membership,
succession planning and retirements and appointments of additional
and replacement Directors and will make appropriate recommendations
to the Board.
Download the terms of
reference (.pdf, 123kb)
Share Dealing
Download
the share dealing document (.pdf, 30kb)
