This section explains key features of the Company’s governance framework and how it complies with the UK Corporate Governance Code published in 2018 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.
As at the date of the last Annual Report to 31 March 2020, the company was in full compliance with the provisions of the 2018 Corporate Governance Code.
The Board is collectively responsible for the long-term success of the Company and for leading and controlling the Group. It 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 consists of the Non-Executive Chairman, four Independent Non-Executive Directors and three Executive Directors, find out more about our board members.
The Board has adopted a formal schedule of matters reserved for its approval which is available to download below.
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 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, Jeni Mundy and Sigga Sigurdardottir.
The Board considers that David Keens has recent and relevant financial experience.
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.
At the AGM in September 2018, a new remuneration policy was approved by shareholders. This policy is structured to ensure that the main elements of remuneration are linked to Company strategy, in line with best practice and aligned with shareholders’ interests.
The Disclosure Committee meets on an ad-hoc basis as required to assist the Board in discharging its responsibilities relating to monitoring the existence of Inside Information and its disclosure to the market.
Corporate Responsibility Committee
The Board has established a Corporate Responsibility Committee in 2020. This Committee meets at least two times per year and has oversight responsibilities in respect of corporate responsibility and sustainability for the Company and its group as a whole, including environmental, social and governance (ESG) matters. Refer to the terms of reference below for more detail.
Jeni Mundy has been appointed as Chair. All the current Board members have been appointed as members of the Committee.