The Group Board places a high priority on effective corporate governance. We see principles of good governance not just as a set of guidelines, but as a way of establishing our credibility and accountability. This makes us a better business with strong internal controls that deliver medium to long‑term value, whilst meeting stakeholder expectations around leadership and oversight. In adhering to these principles, the Company has applied the Corporate Governance Code for Small and Mid-Size Quoted Companies 2018 published by the Quoted Companies Alliance (the ‘QCA Code’) which serves to mitigate and minimise risk and add value to our businesses.
The document below is an extract from the latest Annual Report and page references to that report.
The Board comprises six Directors, two Executive Directors being Christopher (Chris) Lee and Claire Thomson and four independent Non-executive Directors being Anne de Kerckhove, Yvonne Monaghan, Stuart Warriner and David Moss. The Board believes that this combination ensures a clear balance of responsibilities between the executive and the non-executive functions and that no individual (or small group of individuals) can dominate the Board’s decision-making. The Board has a desirable range of different skills, experiences and backgrounds which ensure the continued development and focus of our businesses on their key objectives, please see biographies (Board Biographies) for more information.
The Audit Committee, chaired by Yvonne Monaghan, has primary responsibility for monitoring the integrity of the financial statements of the Group and the scope, adequacy and effectiveness of the Group’s internal financial controls and internal control and risk management systems, to ensure that the financial performance and prospects of the Group are properly measured and reported on. It receives reports from the Group’s management and external auditor relating to the annual accounts and the accounting and internal control environment in operation throughout the Group. The Audit Committee determines and reviews the Group’s risk profile, including the nature and extent of significant risks that the Group is willing to take in achieving its strategic objectives. It also provides channels of communication between the external auditor and the Non-executive Directors. It reviews the performance of the external auditor and makes recommendations to the Group Board in relation to their re-appointment. The Audit Committee reports to the Group Board on all these matters and typically meets three times in each financial year. Anne de Kerckhove and Stuart Warriner are the other members of the Audit Committee.
The Remuneration Committee, chaired by Stuart Warriner, has primary responsibility to review the performance of the Executive Directors and determine their total individual remuneration packages (including on the granting of share options) to ensure that they are, in a fair and responsible manner, rewarded for their individual contributions to the Group’s overall performance. It also reviews the performance of other senior executives and monitors and makes recommendations to the Group Board on the level and structure of their remuneration. The Remuneration Committee will retain, as necessary, external remuneration consultants in support of its responsibilities. The Remuneration Committee reports to the Group Board on all these matters and will meet as and when necessary, but typically four times in each financial year. In exercising this role, the members of the Remuneration Committee have regard to QCA Code recommendations and, where appropriate, the QCA Remuneration Committee Guide. The remuneration of Non-executive Directors is a matter for the Chair and the Executive Directors and no director shall be involved in any decisions as to his or her own remuneration. Anne de Kerckhove, Yvonne Monaghan and David Moss are the other members of the Remuneration Committee.
The Nomination Committee, chaired by Anne de Kerckhove, will lead and oversee the Board appointment process, prepare a description of the role and capabilities required for a particular appointment and make recommendations to the Board. The Nomination Committee reviews the structure, size, diversity and composition of the existing Board, evaluates the balance of skills, experience, independence and knowledge on the existing Board, performs Director evaluations, making recommendations to the Board, including concerning the annual reappointment of Directors. It also oversees the process of Board and other senior executive succession planning and oversees the Group’s policy on Diversity, Equity and Inclusion (DEI) to promote diversity of ethnicity, gender, age, disability, education and socioeconomic backgrounds and sexual orientation. The Nomination Committee typically meets three times in each financial year. Yvonne Monaghan, Stuart Warriner and David Moss are the other members of the Nomination Committee.