Corporate Governance

Governance

The Board invests a significant amount of time on maintaining high standards of governance, in recognition of the value that sound corporate governance can add to the success and sustainability of the Group’s business.

The Company’s full Corporate Governance Report for 2015/2016 can be read on pages 28 and 29 in the Annual Report and Accounts 2016; the Audit Committee Report is on pages 32 to 34; and the Nomination Committee Report on page 35. The Directors’ Remuneration Report, including an introduction from Helen Stevenson, Chair of the Remuneration Committee, can be read on pages 36 to 51 of the Annual Report and Accounts 2016. The Annual Report and Accounts 2016, and prior years’, can be viewed here.

The Company is required to comply with the UK Corporate Governance Code (September 2014), to the extent that it applied to ‘small-cap’ companies or, in the case of its provisions, explain the reasons for non-compliance. The Code can be read in full on the Financial Reporting Council’s website (www.frc.org.uk).

Division of responsibilities

The roles of Chairman and Chief Executive Officer are separate and distinct, and an appropriate division of responsibilities between the two has been set out in writing and approved by the Board. The Chairman has responsibility for the management of the Board and related matters, whilst the Chief Executive Officer has responsibility for executive leadership of the Group, and for strategy implementation and profit.

Excluding the Chairman, the Company is served by four Independent Non-Executive Directors: Mike Butterworth (Senior Non-Executive Director who also chairs the Audit Committee), Helen Stevenson (who chairs the Remuneration Committee), Ben Gordon and Nigel Pocklington.

The Board invests a significant amount of time on governance issues and its Audit, Nomination and Remuneration Committees performed effectively during 2015/2016.

Performance

The Board confirms, following a performance review, that all of the Directors standing for re-election continue to perform effectively and demonstrate commitment to their roles.

Recommendations following the formal evaluation of the effectiveness of the Board with support from a third party consultancy, The People Stuff, in August 2015 were implemented during the year. These included:

  • improving the review of strategic risks at board meetings; and
  • ensuring there is an item/question relating to strategy covered at every Board meeting to encourage discussion and useful debate.

This year the evaluation was conducted on a less formal basis, having undertaken a formal evaluation in August 2015, taking the form of one-to-one interviews between the Chairman and each Director. The Board is satisfied that the Board is operating effectively and agreed to implement a number of recommendations that arose from the interviews in the forthcoming year. An evaluation of the Chairman was also carried out by the Non-Executive Directors, led by the Senior Independent Director.

On appointment, each Director receives an induction appropriate to their previous experience and their knowledge of the markets in which the Group operates. Nigel Pocklington joined the Company on 1 June 2016 and received induction materials such as company policies, information related to the Company’s Directors and Officers’ liability insurance and the committees’ terms of reference. Meetings with key personnel within the subsidiaries were also arranged in order to provide Nigel with a detailed understanding of the businesses.

The future

Going forward, the Board is satisfied that it has an effective and appropriate balance of skills and experience to lead the Company, and that the Group has talented CEOs and Managing Directors at the heart of each business.

Succession planning at Board level and within the Group’s businesses will continue to be considered carefully and this will remain a key issue in examining any future acquisition opportunities.

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