Leadership and effectiveness

The Board constitution and procedures

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 decision, 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 on the attached statement.
Statement of Division of Responsibilities

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 will 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:

  • Audit Committee
  • Remuneration Committee
  • Nomination Committee

Audit Committee Members:
Zach Miles, Chairman, Independent Non-Executive Director, Chartered accountant
Penny Freer, Independent Non-Executive Director

Audit Committee Terms of Reference 2013

The Audit Committee is:
  • appointed by the Board from the independent Non-Executive Directors of the Company
  • governed by its terms of reference which includes all matters indicated in the UK Corporate Governance Code
  • required to meet formally twice per year and has an agenda linked to the Company's financial calendar

Remuneration Committee Members:
Penny Freer, Chairman, Independent Non-Executive Director
Zach Miles, Independent Non-Executive Director

Remuneration Committee Terms of Reference 2013

The Remuneration Committee is:
  • appointed by the Board from the independent Non-Executive Directors of the Company
  • governed by its terms of reference which includes all matters indicated in the UK Corporate Governance Code
  • meets as required during the year, primarily to determine the remuneration and benefits of the Executive Directors and members of the Board of Management

Nomination Committee Members:
Penny Freer, Chairman, Independent Non-Executive Director
Zach Miles, Independent Non-Executive Director

Nomination Committee Terms of Reference 2014

The Nomination Committee is
  • appointed by the Board from the independent Non-Executive Directors of the Company
  • governed by its terms of reference which includes all matters indicated in the UK Corporate Governance Code
  • meets at least once a year, and as required, primarily to lead the process for board appointments and make recommendations to the Board

Appointments to the Board
The Board has deemed it appropriate for all members of the Board to participate in the recruitment of members to the Board.

Evaluation

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

Board
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 Code and Articles of Association,

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