The Board is committed to the highest standards of corporate governance.
The Board is committed to the highest standards of corporate governance and this is addressed in the Chairman’s governance letter and the Governance Report set out in the Company’s 2017 Annual Report (which can be found under the “Investors” section of this website).
The Corporate Governance Code (the “Code”) sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. The Code recommends that at least half the board of directors of a UK listed company (excluding the chairman) should comprise “independent” non-executive directors, being individuals determined by the board to be independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, the directors’ judgement.
The Board of Directors of the Company is comprised of the Chairman, Patrick Snowball, who was considered to be independent at the date of his appointment as Chairman; four independent Non-Executive Directors being Catherine Barton, lan Clark, Rebecca Shelley and Andy Pomfret; two Executive Directors being Geoff Carter and Adam Westwood; and one Non-Executive Director, Matthew Tooth. Matthew Tooth, is not deemed independent as he was appointed by the BC Partners Group pursuant to the terms of the Relationship Agreement described in the Company’s 2017 Annual Report.
In accordance with the recommendations of the Code, one of the independent Non-Executive Directors, Andy Pomfret, has been appointed as the senior independent director (the “SID”). The SID is available to Shareholders if Shareholders have concerns that the normal channels of Chairman, Chief Executive Officer or Chief Financial Officer have failed to resolve or for which such channels of communication are inappropriate.
The Board has established an Audit and Risk Committee, a Remuneration Committee and a Nomination Committee in accordance with the Code. Additionally, the Board has established a Disclosure Committee. Each Committee and each Director has the authority to seek independent professional advice (at the expense of the Company) where necessary to discharge their respective duties. Further details of these Committees are set out below.
The Company has adopted a share dealing code in relation to the Ordinary Shares. The share dealing code is consistent with MAR (Regulation (EU) No 596/2014 on market abuse) and the rules made thereunder. The code will apply to the Directors, other persons discharging managerial responsibilities within the Group and certain other employees of the Group.
Audit and Risk Committee
The purpose of the Audit and Risk Committee is to (a) assist the Board in fulfilling its responsibilities in relation to financial reporting, including reviewing the Group’s annual and half year financial statements and accounting policies, overseeing internal and external audits and controls, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaking by the external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit, internal controls, and whistleblowing and fraud systems in place within the Group; and (b) provide oversight and advice to the Board in relation to risk management systems, risk appetite, strategy and exposure, and review and approve risk assessment and reporting processes within the Group. The Audit and Risk Committee will normally meet at least four times a year.
The Audit and Risk Committee is chaired by Catherine Barton and its other members are Andy Pomfret, Ian Clark and Rebecca Shelley. The Code recommends that all members of the Audit and Risk Committee be non-executive directors, independent in character and judgement and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgement. The Code also recommends that one member of the committee has significant, recent and relevant financial experience. The Board considers that the Company complies with these recommendations of the Code.
The Remuneration Committee has responsibility for setting the Group’s remuneration policy including executive remuneration, share arrangements, all employee share plans, bonus plans and pensions. The Remuneration Committee sets the levels of remuneration of the Executive Directors and the Chairman and other senior executives and prepares an annual remuneration report for approval by the Shareholders at the Company’s annual general meeting. The Remuneration Committee will normally meet at least twice a year.
The Remuneration Committee is chaired by Rebecca Shelley and its other members are Andy Pomfret, Catherine Barton and Ian Clark. The Code recommends that all members of the Remuneration Committee be non-executive directors, independent in character and judgement and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgement. The Board considers that the Company complies with this recommendation of the Code.
The Nomination Committee assists the Board in reviewing the structure, size and composition of the Board. It is responsible for reviewing succession plans for the Directors, including the Chairman and other senior executives. The Nomination Committee will normally meet at least twice a year.
The Nomination Committee is chaired by Patrick Snowball and its other members are Andy Pomfret, Catherine Barton, Ian Clark and Rebecca Shelley. The Code recommends that a majority of the Nomination Committee be non-executive directors, independent in character and judgement and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgement. The Board considers that the Company complies with this recommendation of the Code.
The Disclosure Committee assists the Board in discharging its obligations under the Listing Rules, the Disclosure Guidance and Transparency Rules and MAR with regard to the disclosure of inside information. The Disclosure Committee will meet at such times as it deems necessary in order to assist with the Board’s compliance with the Listing Rules, the Disclosure Guidance and Transparency Rules and MAR.
As the Disclosure Committee may be required to convene on short notice, each Director is a member. Patrick Snowball is expected to chair meetings of the Disclosure Committee as Chairman of the Company. The quorum of the Disclosure Committee is two Directors. In the event that Patrick Snowball does not attend a meeting of the Disclosure Committee, it shall be chaired by any Director present.