Introduction

This Corporate Governance section explains key features of the Company’s governance structure and how it complies with the UK Corporate Governance Code published in 2014 by the Financial Reporting Council. The UK Corporate Governance Code (‘the Code’) is available on the Financial Reporting Council website at www.frc.org.uk.

 

Compliance with the 2014 Code

As at the date of the last Annual Report to 27 March 2016, the company was in full compliance with the provisions of the 2014 Corporate Governance Code.

 

The Board

The Board consists of the Non-Executive Chairman, three Independent Non-Executive Directors and two Executive Directors.

Biographies for all members of the Board can be found here

The Board is collectively responsible for the long-term success of the Company and for leading and controlling the Group and has overall authority for the management and conduct of the Group’s business, strategy and development. The Board is also responsible for ensuring the maintenance of a sound system of internal control and risk management (including financial, operational and compliance controls and for reviewing the overall effectiveness of systems in place) and for the approval of any changes to the capital, corporate and/or management structure of the Group.

The Board has adopted a formal schedule of matters reserved for its approval which is available to download below.

 

Nomination Committee

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Ed Williams, Chairman & Non-Executive Director

The Nomination Committee meets at least twice a year, to review the structure, size and composition of the Board and its Committees and to make appropriate recommendations to the Board to fill vacancies as they arise. Refer to the terms of reference below for more detail.

The Committee comprises a majority of Independent Non-Executive Directors

The members of the Committee are Ed Williams (Chairman and Committee Chair), David Keens, Jill Easterbrook and Jeni Mundy.

 

Audit Committee

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David Keens, Non-Executive Director

The Audit Committee meets at least three times per year, to review and report to the Board on the Group’s financial reporting, internal control, whistleblowing, internal audit and the independence and effectiveness of the external auditors. Refer to the terms of reference below for more detail.

The Committee is also responsible for the development of policy on the engagement of the external auditor to supply non-audit services taking into account relevant ethical guidance relating to the provision of non-audit services.  The policy is available to download below.

The Committee is made up of three Non-Executive Directors, all of whom are Independent. The members of the Committee are David Keens (Committee Chairman), Jill Easterbrook and Jeni Mundy.

The Board considers that David Keens has recent and relevant financial experience.

Remuneration Commitee

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Jill Easterbrook, Non-Executive Director

The Remuneration Committee meets at least three times per year, and is responsible for all elements of remuneration of the Executive Directors, the Chairman, and senior employees. Refer to the terms of reference below for more detail.

The Committee comprises three Independent Non-Executive Directors, being Jill Easterbrook (Committee Chair), David Keens and Jeni Mundy.

On Admission in March 2015, a new remuneration policy was adopted by the Committee. This policy is structured so as to ensure that the main elements of remuneration are linked to Company strategy, in line with best practice and aligned with shareholders’ interests.

 

To read the full Remuneration Policy download here