Governance

THE BOARD STRUCTURE

The structure and business of the Board is designed to ensure that the Board focuses its time and energy on providing entrepreneurial leadership to the Group, setting strategy and monitoring performance, and ensuring that the necessary financial and human resources are in place to enable the Company to meet its objectives.

In addition, the Board ensures that the appropriate financial and business systems and controls are in place to safeguard both the majority and the minority shareholders' interests and to maintain effective corporate governance.

The Board operates in accordance with the Company’s Articles of Association and its own written terms of reference (Schedule of Matters Reserved for Board Decision). The Board has established a number of Committees as indicated below. Each Committee has its own terms of reference which will be reviewed at least annually.

AUDIT AND RISK COMMITTEE

Key Responsibilities - Monitoring the integrity of financial statements, ensuring that effective systems of internal control are maintained and monitoring accounting policies.

Chairman - Robert Singer

Member - David Poulter

REMUNERATION AND NOMINATIONS COMMITTEE

Key Responsibilities - Determining specific remuneration packages for all Executive Directors and certian Senior Executives of the Group

Chairman - Peter Harf (on an interim basis)

Member - Meribeth Parker, Anna-Lena Kamenetsky

CONFLICTS COMMITTEE

Key Responsibilities - To consider any contract, arrangement or transaction between a member of the Group and the controlling shraeholder or its associates

Chairman - Robert Singer

Members - Pierre Denis, Elisabeth Murdoch, Meribeth Parker, David Poulter, Jonathan Sinclair

Terms of reference for the committees can be found here.

A summary of the matters reserved for decision by the Board is set out below:

LEADERSHIP, STRATEGY, BUDGETS AND MANAGEMENT

  • Providing leadership and setting values and standards
  • Approving, developing and monitoring the strategy and objectives of the Group
  • Overseeing operations

STRUCTURE AND CAPITAL

  • Changes to the Group’s capital or corporate structure
  • Changes to the Group’s management and control structure

FINANCIAL REPORTING

  • Approval of financial statements
  • Approval of dividend policy
  • Approval of material changes in accounting policies
  • Approval of major capital expenditure

RISK MANAGEMENT AND INTERNAL CONTROLS

  • Ensuring maintenance of effective systems of internal control and risk management
  • Reviewing these systems of control and risk management

BOARD MEMBERSHIP

  • Changes to the structure, size and composition of the Board
  • Ensuring adequate succession planning
  • Appointment or removal of the Chairman, CEO, SID and Company Secretary

CORPORATE GOVERNANCE

  • Review of Group’s overall governance framework
  • Determining the independence of Directors
  • Considering the views of shareholders
  • Authorising any conflicts of interest

REMUNERATION

  • Determining the policy for remuneration of the Chairman, the Executive Directors, Company Secretary and other senior executives
  • Determining the remuneration of the Non-Executive Directors
  • Introduction of new share incentive plans or major changes to existing plans

OTHER

  • Approval and monitoring of the Share Dealing Code
  • Approval and monitoring of Corporate and Social Responsibility
  • Approving policies for political and charitable donations
  • Approval of the overall levels of insurance for the Group