Leadership and effectiveness

The Role of the Board
The Company is controlled through the Board of Directors which meets regularly during the year. There is a formal schedule of matters specifically reserved for its approval, which is reviewed annually to ensure it remains appropriate and complete.

The Board is currently made up of two Executive Directors and three Non-Executive Directors, whose biographies can be found here.

Division of Responsibilities
There is a clear division of responsibilities between the Chairman and Chief Executive Officer, details of which can be found here.

Chairman and Non-Executive Directors
There are currently three Non-Executive Directors:

  • Tony Martin (Chairman)
  • Penny Freer (Independent Director)
  • Zach Miles (Independent Director)

Senior Independent Director
The Chairman, Tony Martin, is not considered to be independent as he holds a significant shareholding in the Company. The Board has decided that both Independent Directors perform the duties normally performed by a Senior Independent Director. Shareholders are able to address any concerns to the Board through these two independent channels of communication.

Board Committees
The Board delegates clearly defined powers to its three committees, whose members are appointed by the Board from the Independent Non-Executive Directors.


Audit
The Audit Committee meets formally at least twice a year and has an agenda linked to the Company's financial calendar. It monitors and reviews the integrity of the financial statements, oversees the relationship with the external auditor and oversees the internal control and risk management systems.
Remuneration
The Remuneration Committee meets formally at least twice a year to consider and make recommendations to the Board regarding the remuneration policy for the Executive Directors and Chairman. It monitors and reviews the level and structure of remuneration for senior management.
Nomination
The Nomination Committee meets at least once a year to monitor and review the structure, size and composition of the Board. It considers succession planning and ensures the right skills and expertise are maintained by the Company for effective management. All members of the Board participate in the recruitment of members to the Board.
MembersZach Miles (Chairman, Chartered Accountant)
Penny Freer
Penny Freer (Chairwoman)
Zach Miles
Penny Freer (Chairwoman)
Zach Miles
Terms of ReferenceAudit Committee Terms of Reference 2013Remuneration Committee Terms of Reference 2013Nomination Committee Terms of Reference 2014

Committee Evaluation
The Audit and Remuneration Committees undertake annual performance reviews, measuring performance against their terms of reference, to identify areas for development. The results are presented to the Board for approval.

Board Evaluation
Since 2010, new appointments have been made to both Executive Director roles. This has brought experience, knowledge and fresh insight to the Board. This has resulted in a continual focus on the Boards' role, responsibilities and performance and therefore at this time the Board has not felt it necessary to conduct a formal review of performance.

Re-election

In accordance with the UK Corporate Governance Code and the Company's Articles of Association:

  • a third of Directors retire by rotation each year, so that all Directors submit themselves for re-election at least once every three years
  • all appointments made by the Board are subject to re-election by shareholders at the first annual general meeting following their appointment
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