The Board recognises the value and importance of high standards of corporate governance and intends to observe the requirements of the QCA Code.
Please click here to read our statement of compliance with the QCA Corporate Governance Code.
The Board comprises five Directors, of whom two are executive and three are non-executive. The Board considers all of the Non-Executives to be independent and, as such, the Company complies with the requirements of the QCA Code concerning independent Board members.
The Board is led by the Chairman who is responsible for setting the Board’s agenda and monitoring its effectiveness. There is a clear division of responsibilities between the Chair and the Chief Executive Officer, and a description of the roles is set out in the “Split of Responsibilities” document below.
The Board is responsible for the overall management of the Group including the formulation and approval of the Group’s long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of the Group’s strategy, policies and plans. Whilst the Board may delegate specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board, a copy of which is available below. The Board meets formally at least eight times throughout the year.
The Board has established an Audit Committee, Remuneration Committee and Nomination Committee with formally delegated duties and responsibilities, as described below.
The Audit Committee has responsibility for monitoring the integrity of the Group’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Group’s internal control and risk management systems, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings).
The Audit Committee comprises Gary O’Brien, Andrew Harrison and Sheena Mackay and is chaired by Gary O’Brien. The Audit Committee meets at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The Audit Committee also has unrestricted access to the Group’s external auditors.
The Terms of Reference of the Audit Committee are available below.
The Remuneration Committee has responsibility for determining and agreeing with the Board the framework for the remuneration of the Executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of the Executive Directors including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of Non-Executive Directors will be a matter for the Board. No Director will be involved in any decision as to his or her own remuneration.
The Remuneration Committee comprises Sheena Mackay, Gary O’Brien and Andrew Harrison and is chaired by Sheena Mackay. The Remuneration Committee meets at least twice a year and otherwise as necessary.
The Terms of Reference of the Remuneration Committee are available below.
The Nomination Committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. The Nomination Committee also have responsibility for recommending new appointments to the Board and to the other Board Committees. It is responsible for identifying suitable candidates for board membership and monitors the performance and suitability of the current Board on an on-going basis.
The Nomination Committee comprises Sheena Mackay, Gary O’Brien and Andrew Harrison and is chaired by Sheena Mackay. The Nomination Committee meets at least once a year and otherwise as necessary.
The Terms of Reference of the Nomination Committee are available below.