Corporate Governance
Chairman: Sir Neville Simms
Executive Directors: Philip Cox, Mark Williamson,
Tony Concannon, Steve Riley and Bruce Levy
Non-Executive Directors: Tony Isaac, John Roberts,
Struan Robertson and Alan Murray
Biographies and pictures of the Board members are set out in Board of Directors.
The Board has responsibility for defining strategy, for ensuring the successful implementation of approved projects/proposals, and for the financial performance and policies of the Group. The Board also reviews the risk policies and profile of the Group.
Financial performance is monitored on a monthly basis and the overall performance of the Group is reviewed against approved budgets. At least once a year, the Chief Executive Officer (CEO) presents a corporate strategy plan to the Board for review and approval and all investment decisions are made in the context of this plan.
The Board has established business values and standards for the Company, which provide a framework for the Company to balance the interests of all its stakeholders in the conduct of its business. The business values (FIRST) are set out in Our Values. The Company’s Code of Business Conduct has been formally adopted by the Board and can be downloaded in Our Policies.
Chairman and Chief Executive Officer (CEO)
The Chairman is responsible for the leadership and effective operation of the Board, in terms of its agenda, decision making and the utilisation of the skills and experience of the Directors. The Chairman is also responsible for ensuring that there is effective engagement and communication with shareholders.
The CEO is responsible for the running of the Company, and leading the executive and operational teams in implementing the strategies approved by the Board.
Non-Executive Directors and their function
Through membership of the Board committees, the Non-Executive Directors have responsibilities for:
- overseeing that systems of internal control and risk management are appropriate and effective
- managing the relationship with the external auditors
- evaluating the performance of management in meeting targets and objectives
- setting the remuneration of Executive Directors
- appointing Executive Directors, and
- planning senior management succession.
Board membership and training
In accordance with the Combined Code and the Company’s Articles of Association, all Directors submit themselves for re-election every three years and newly appointed Directors are subject to election by shareholders at the first AGM after their appointment. The Board seeks to maintain a balance between continuity and new blood amongst the Non-Executive Directors. The structure of the Board is not in strict compliance with the Combined Code in that the number of Non-Executive Directors is less than the number of Executive Directors. However, the Directors consider that the Board currently works effectively to carry out its duties. The size and structure of the Board is kept under review.
Arrangements are in place to ensure that newly appointed Directors receive a comprehensive briefing on the Company, and training is provided for Directors on their roles and their legal obligations to ensure that they are fully conversant with their responsibilities as Directors. Directors are also kept informed of changes to the regulatory regime such as the revised UK Listing Rules, new institutional investor guidelines, the Companies Act 2006, the Transparency Directive and the US Sarbanes-Oxley Act. All of the Directors have access to the advice and services of the Company Secretary and also to external independent advice should they so wish.
The Company has in place appropriate insurance cover in respect of legal action against its Directors.
