Statement of Corporate Governance

There is a commitment to high standards of corporate governance throughout the Group. The Board is accountable to the Group’s shareholders for good governance. This report, together with the Directors’ Remuneration Report on page 32 explains how the Directors seek to apply the requirements of good corporate governance to procedures within the Group. 

DIRECTORS 

During the year, the Board consisted of a Non-Executive Chairman, Chief Executive, Group Finance Director, Executive Director – Head of Property and two further Non-Executive Directors. The Chairman, Stanley Davis, has a significant shareholding detailed in the Directors’ Report starting on page 29. 

The Board has reviewed the roles of Anthony Dove and Kim Taylor-Smith and concluded that each is independent in character and free from any relationship that could affect exercise of their independent judgement. It is felt that their knowledge and understanding are fundamental to the Board’s deliberations. 

Anthony Dove is the Senior Independent Director.

No individual or group of individuals dominates the Board’s decision-making. 

The Non-Executive Directors’ interests in the shares of the company are set out on page 30 and they receive a fixed fee for their services. 

Profiles of the Board members appear on page 28 of this report. These indicate the high level and range of business experience which enables the Group to be managed effectively. 

The Board meets at least nine times a year and more frequently where business needs require. The Board has a schedule of matters reserved for its decision which includes material capital commitments, business acquisitions and disposals and Board appointments. Directors are given appropriate information for each Board meeting, including reports on the current financial and trading position. 

Any Director appointed is required to retire and seek election by shareholders at the next Annual General Meeting following their appointment. Additionally, one-third of the Directors retire by rotation each year and seek re-election at the Annual General Meeting. The Directors required to retire are those in office longest since their previous re-election. 

CHAIRMAN AND CHIEF EXECUTIVE 

There is a clear division of responsibilities between the roles of the Chairman and of the Chief Executive. 

The role of the Chairman is to conduct Board meetings and to ensure that all the Directors are properly briefed in order to take a full and constructive part in Board discussions. He is responsible for evaluating the performance of the Board and of the Executive Management and of the other Non-Executive Directors and has active involvement in all key strategic decisions taken by the Group. 

The role of the Chief Executive is to oversee the day-to-day running of the Group’s business including the development of business strategies and processes to enable the Group to meet shareholder requirements. The role involves leading the executive team and evaluating the performance of the Executive Management. Together with the Group Finance Director, he is also responsible for dealing with investor and public relations, external communications and corporate. 

BOARD EVALUATION

A formal evaluation of the performance and effectiveness of the Board, its Committees and individual Directors was carried out during the year.

BOARD COMMITTEES

The Board has delegated authority to the following committees and there are written terms of reference for each committee outlining its authority and duties. 

AUDIT COMMITTEE

The Audit Committee members throughout the year were Kim Taylor-Smith (Chairman), a Chartered Accountant, Stanley Davis and Anthony Dove. Stephen Silvester, the Finance Director additionally attended all meetings. The committee meets when appropriate to consider the company’s accounting policies and in particular with the company’s auditors to review the financial statements.

REMUNERATION COMMITTEE

Details of the composition of the Remuneration Committee and its activities during the year are given in the Director’s Remuneration Report on page 32.

NOMINATIONS COMMITTEE

The Nominations Committee members throughout the year were Stanley Davis (Chairman), Neil Sinclair, Anthony Dove and Kim Taylor-Smith. The committee meets when appropriate to consider appointments to the Board of both Executive and Non-Executive Directors. Where necessary, external search consultants are used to ensure that a wide range of candidates is considered.

INTERNAL CONTROLS

The Board is responsible for the Group’s system of internal controls and for reviewing their effectiveness. The internal controls are designed to ensure the reliability of financial information for both internal and external purposes. The Directors are satisfied that the current controls are effective with regard to the size of the Group. Any internal control system can only provide reasonable, but not absolute assurance against material misstatement or loss.

Given the size of the Group, in the opinion of the Board, there is currently no need for an internal audit function.

Stanley Davis

Chairmain