Information on the framework, principles and activities that form our system of governance can be found in the Corporate Governance report contained in the Company’s Annual Report and in the Company’s Corporate Governance Compliance Statement.
- Download the Corporate Governance Compliance Statement
- Download the Appendix 1: Schedule of matters reserved for the Main Board
- Download the Appendix 2: Chairman and Chief Executive - Roles and Responsibilities
- Download the Appendix 3: Procedure for Directors Taking Independent Professional Advice
- Download the Appendix 4: Board and Board Committee Membership
- Download the Appendix 5: Nomination Committee Terms of Reference
- Download the Appendix 6: Remuneration Committee Terms of Reference
- Download the Appendix 7: Audit Committee Terms of Reference
- Download the Appendix 8: Group Policy for the Provision of non-Audit services by the External Auditor
- Download the Appendix 9: Corporate Compliance and Responsibility Committee Terms of Reference
- Download the Appendix 10: Disclosure Committee Terms of Reference
- Download the Appendix 11: Group-wide Dealing Policy
- Download the Appendix 12: Delegated Authority of the Company Secretary
- Download the Board, Executive Committee & Leadership Team Diversity Policy
The division of responsibilities between the Chairman and the CEO has been set out in writing and agreed by the Board. This can be found in Appendix 2: Chairman and Chief Executive - Roles and Responsibilities.
The Board is responsible for setting and approving the strategy and key policies of the Group, and for monitoring the progress towards achieving these objectives. It monitors financial performance, critical operational issues and risks. The Board also approves all circulars, listing particulars, resolutions and correspondence to the shareholders including the Annual Report, Half yearly financial report and Interim management statements. The "Formal Schedule of Matters Reserved for the Board" can be found here.
Committees of the Main Board
The principal committees of the Board are the Audit, Remuneration, Nomination and Corporate Compliance and Responsibility (CCR) Committees. The composition and terms of reference of each of these Committees are set out in the Appendix documents above.
The Board is responsible for setting a system of internal control for the Group and reviewing its effectiveness. The control system is intended to manage rather than eliminate the risk of not meeting the Group’s strategic objectives. Any such system can only provide reasonable, not absolute, assurance against material misstatement or loss.The Board is satisfied that a continual process for identifying, evaluating and managing significant risks is in place.
The CEO and the Chief Financial Officer meet regularly with analysts and institutional shareholders. The Investor Relations Director also maintains a programme of work that reports to the Board the requirements and information needs of institutional and major investors. This is part of the regular contact that the Group maintains with its institutional shareholders. All Directors, Executive and Non-Executive attend the AGM. The Chairs of the Audit, Nomination, Remuneration and CCR Committees are available to answer any questions. Additionally, the Group’s brokers seek independent feedback from analysts and investors following the full and half year results meetings which is reported to the Board.