During the year ended 31 December 2008, the Company considers that it has complied in full with the provisions set out in Section 1 of the Code, except in respect of Code provision D.1.1, as the Senior Independent Director did not meet major shareholders during the year, and in respect of Code provision A.4.1, as independent non-executive directors do not form a majority of the members of the Nomination Committee.

 

 

 

The Board comprises two executive directors and four non-executive directors (including the Chairman)  who contribute a wide range of complementary skills and experience.  Brief biogaphical details of each director are set out on the Directors'  Details page of this website.

 

 

The Chairman of the Board is Malcolm Coster. The Chief Executive Officer is Daniel Dayan. Richard Stillwell is the Senior Independent Director.

 

The Board believes that there is an appropriate balance of executive and non-executive directors on the Board, without one individual or small group dominating the Board's decision-making process.

 

The Board has determined all its non-executive directors to be independent in character and judgement. The non-executive Chairman, Malcolm Coster, was considered independent on appointment. The Board will assess the independence of its non-executive directors on a continuous basis.

 

The roles of Chairman and Chief Executive are separate and there is a clear division of responsibilities between those roles. The Chairman leads the Board and ensures the effective engagement and contribution of all non executive and executive directors. The Chief Executive Officer has responsibility for the day to day management of the Group's businesses and acts in accordance with the authority delegated from the Board. Responsibility for the development of policy and strategy and operational management is delegated to the executive directors and the Divisional Presidents.

 

The Chairman has active contact and involvement with the executive directors and the affairs of the Company. This serves to keep him abreast of current business issues but also provides the executive directors with access to an independent opinion on day to day business decisions.

 

In accordance with the Code, the Board has adopted a formal written statement of the division of responsibilities between the Chairman and the Chief Executive Officer.

Written Statement of Division of Responsibilities

The Board's Role

The Board as a whole has responsibility for the success of the Company. The Board  meets regularly to determine the strategic direction of the Group and to review operating, financial and risk performance. There is a formal schedule of matters reserved to the Board which includes approval of the Group's strategy; acquisitions, disposals and capital expenditure projects above certain thresholds; all guarantees; treasury policies; the financial statements; the Company dividend policy; transactions involving the issue or purchase of Company shares; risk management strategy; appointments to the board; legal actions brought by or against the Group above certain thresholds; the scope of delegations to Board Committees and executive management of the Group.

 

The Directors are supplied with detailed and comprehensive papers to the extent possible covering each agenda item in advance of every Board Meeting. The Company Secretary is responsible to the Board for the timeliness and quality of information. Directors can obtain independent professional advice at the Company's expense in performance of their duties as Directors. All Directors have access to the advice and the services of the Company Secretary.

 

 

 

The Audit Committee is chaired by Steve Dryden and its other members are Richard Stillwell and Brian Taylorson. The committee normally meets not less than three times a year and meets external auditors at least twice a year. The Chairman of the committee has recent and relevant financial experience.

 

The Audit Committee is responsible for making recommendations to the Board on the appointment of external auditors and their remuneration. The committee reviews the external auditors' independence and considers the nature, scope and results of the auditors' work and will review the provision of non-audit services by the external auditors. The committee focuses particularly on compliance with legal and other regulatory requirements, accounting standards and ensuring that an effective system of internal controls is maintained. The ultimate responsibility for reviewing and approving the annual and interim financial statements and biannual trading statements remains with the Board.

Audit Committee Terms of Reference

 

The Remuneration Committee is chaired by Richard Stillwell and its other members are Steve Dryden and Brian Taylorson. The committee normally meets no less than three times a year and has responsibility for determining and agreeing with the Board the framework or broard policy for the remuneration of executive directors and other senior executives and for determining, with the agreed terms of reference, specific remuneration packages for each of the executive directors including pension rights, any compensation payments and the implementation of executive incentive schemes.

Remuneration Committee Terms of Reference

 

The Nominations Committee is chaired by Malcolm Coster and its other members are Daniel Dayan, Richard Stillwell and Steve Dryden. The Committee has responsibility for identifying and nominating candidates for Board vacancies and making recommendations to the Board in relation to the appointment of the Company's executive and non-executive directors. The Chairman will not participate in any discussion relating to the appointment of his successor.  The Nominations Committee also has responsibility for reviewing and if appropriate authorising conflicts of interest or potential conflicts of interest of directors.