About Us

The Board is committed to the highest level of corporate governance and has regard to the provisions of the Combined Code. The directors aim to exercise affirmative control over the Group and its activities while recognising their responsibility to shareholders and other interested parties. The procedures implemented for applying these principles within the Group are set out below.

Board composition

The composition of the Board provides an appropriate blend of experience and qualifications, and the presence of five non-executive directors provides a strong base for ensuring appropriate corporate governance of the company. The Board meets formally 4 times a year, with its decisions implemented by the executive directors.

The re-appointment of non-executive directors is not intended to be automatic. Prior to each non-executive director offering himself to the members for re-election, his reappointment will have to be confirmed by the Chairman in consultation with the remainder of the Board.

The Board is supplied with timely and relevant information regarding the business, by regular and ad hoc reports, and this is supplemented by site visits and by meetings with members of the management team. Where appropriate, the company provides the resources to enable directors to update and upgrade their knowledge. Through the Finance Director and the Company Secretary, the Board is informed of all corporate governance issues.

The Remuneration Committee evaluates individual executive directors' performance. Individual non-executive directors' performance is reviewed by the Chairman and Chief Executive. The performance of the Board as a whole is continuously assessed in the context of the company's achievement of its strategic objectives and total shareholder return targets.

Board committees

In support of its commitment to good corporate governance, the Board has appointed the following committees, each of which has formal terms of reference.

a) Remuneration Committee

Membership: Denham Eke (Chairman), Jim Mellon, Sir James Mellon

The Remuneration Committee meets at least twice a year for the following main purposes:

  • To review and where necessary amend the form of service contract or terms of appointment in operation for executives of the Group.
  • To consider the remuneration and other benefits paid or to be paid to the executive directors of the company and other senior executives of the Group, in accordance with the relevant review provisions in existing service contracts or terms of appointment of the executives.
  • To consider any bonuses or other performance related elements of remuneration paid or to be paid to the executive directors of the company and other senior executives of the Group and to consider the eligibility of the executives for annual bonuses or other incentive scheme benefits.
  • To consider the recommendations from the executive directors concerning the remuneration and other benefits to be paid to the non-executive directors of the company.
  • To determine in its absolute discretion, any increase in the remuneration and other benefits paid to the executive directors of the company and other senior executives of the Group, subject to the provisions in the Articles and any relevant service contract or terms of appointment.
  • To consider any other matters relating to the remuneration of or terms of employment applicable to the executive directors of the company and any other senior executives of the Group as may from time to time be referred to the Committee of the Board.

The terms of reference for the Remuneration Committee can be viewed via the following link:
Remuneration Committee Terms of Reference

b) Audit Committee

Membership: Denham Eke (Chairman), Sir James Mellon, Howard Flight

The Audit Committee meets at least twice a year and in addition either the external auditors may request a meeting if considered necessary, or any member of the committee may convene a meeting. The Finance Director attends part of these meetings and the Chief Executive and Managing Director attend when requested, but the Committee also meets with only appointed members being present. The Committee has direct access to the external auditors.

The Audit Committee's functions include:

  • Ensuring that appropriate accounting systems and financial controls are in operation and that the company's financial statements comply with statutory and other requirements.
  • Receiving reports from, and consulting with, the external auditors.
  • Reviewing the interim and annual results and considering any matters raised by the external auditors.
  • Monitoring the scope, cost effectiveness and objectivity of the audit.
  • Monitoring the nature, scope and cost effectiveness of non-audit services provided by the external auditors and ensuring that, where such services are provided, the objectivity and independence of the external auditors is safeguarded.
  • Making an annual assessment of the external auditors and recommending, or not, their reappointment.
  • Considering the need for an internal audit function.
  • Ensuring the independence and objectivity of the external auditors.
  • Reviewing and monitoring of "whistle-blowing" arrangements within the company.

The terms of reference for the Audit Committee can be viewed via the following link:
Audit Committee Terms of Reference

c) Nomination Committee

Membership: Denham Eke (Chairman), Sir James Mellon, Howard Flight

The Nomination Committee meets at least twice a year for the following main purposes:

  • To consider the structure, size and composition of the Board and to recommend changes as appropriate.
  • To consider succession planning for directors and other senior executives.
  • To identify and recommend candidates to fill Board vacancies as they arise, taking into account factors such as the balance of skills, knowledge and experience both of the existing Board and the proposed candidates.
  • To make recommendations to the Board in respect of the reappointment of directors at the conclusion of their specified term of office.
  • To make recommendations to the Board in respect of the re-election of any director required to 'retire by rotation' in accordance with the Company's articles of association.
  • To make recommendations to the Board in respect of the membership of the Remuneration Committee and the Audit Committee.

The terms of reference for the Nomination Committee can be viewed via the following link:
Nomination Committee Terms of Reference

Risk management

The Board recognises that it has overall responsibility for the identification and mitigation of risks and the development and maintenance of an appropriate system of internal control. Accordingly, as part of the annual strategic review process, a topdown risk assessment will be undertaken.

The Board believes that, although some issues are outside its control, it requires clear strategies for identifying, dealing with and mitigating the impact of each of the identified risks.

Internal control

The directors keep under review the effectiveness of the system of internal control.

The Group's key internal controls are centred on:

  • Comprehensive monthly reporting from all activities.
  • Detailed annual budgets, plus revised trading and cash flow forecasts for the year prepared on a regular basis.
  • A management structure with clearly defined responsibilities and authority limits.
  • An ongoing process of risk assessment as noted above.
  • Appraisal and authorisation procedures for capital expenditure.

There is established a formal schedule of matters, including major investment and development decisions and strategic matters, that are reserved for Board approval. Formal policies and procedures are in place covering operations, all elements of employment, health and safety and IT.

Internal control, by its nature, provides only reasonable and not absolute assurance against material misstatement or loss. The directors do, however, strive to ensure that internal control and risk management are further embedded into the operations of the business by dealing with areas for improvement as they are identified.

The Audit Committee believes that given the company's current size, where close control over operations will be exercised by the executive directors, the benefits likely to be gained from an internal audit function would be outweighed by the costs of establishing such a function. The Board will keep this requirement under review in relation to the ongoing size and complexity of the business.

Shareholder relations

The company places considerable importance on communication with its shareholders.

The executive directors already have a programme of meetings with the main shareholder. Meetings with institutional shareholders are arranged by request and at these meetings the company's strategy and most recently reported performance are explained.

The company's Annual General Meeting is also used as an opportunity to communicate with private investors. In addition, a period for questions will be made available for shareholders at the Annual General Meeting.

Business standards

The company does not condone any form of corrupt behaviour in business dealings and has disciplinary procedures in place to deal with any illegal or inappropriate activities by employees.