The Board believes in the importance of maintaining a high level of corporate governance which helps to promote high ethical standards and sustain the success of the Company over the longterm.

The governance structures in place are designed to reflect the individuality of the Company and the composition of both its institutional shareholders and the individual shareholders, many of whom have family ties to the Company. As a premium listed company, the Company was subject to compliance with the 2016 UK Corporate Governance Code. 

The Board

The Board maintains a formal schedule of matters reserved for its decision which it reviews on an annual basis to check for relevance and to align with new regulatory and best practice developments.

Further details are set out in the Annual Report and Financial Statements.

 

Board Roles and Responsibilities
NON- EXECUTIVE DIRECTORS

Chairman

  • overall leadership of the Board and ensuring its effectiveness on all aspects;
  • leads the Board in determining strategy and in the achievement of its objectives, which involves ensuring that the Board considers significant risks in the implementation of its strategy;
  • sets Board agendas primarily focused on strategy, performance, value creation, culture, stakeholders and accountability;
  • facilitates the effective contribution of the Non-executive Directors and constructive relations between Executive and Non-executive Directors to promote a culture of openness and debate;
  • holds meetings with the Non-executive Directors without the Executives present;
  • ensures a productive working relationship with the Chief Executive Officer;
  • leads the annual Board evaluation, and acts on the results;
  • responsible for making sure that the Directors receive accurate, timely and clear information;
  • ensures that the continued development needs of the Directors are identified and addressed;
  • has an oversight role and is available to all shareholders;
  • ensures that the Board listens to the views of shareholders, the workforce, customers and other key stakeholders; and
  • considers having regular externally facilitated Board evaluation.

Deputy Chairman

  • deputises for the Chairman;
  • constructively challenges the Executive Directors and holds management to account against agreed performance objectives;
  • offers specialist advice;
  • considers proposals on strategy;
  • ensures Board independence; and
  • monitors the implementation of the Group’s strategy within its risk and control framework.

Senior Independent Non-executive Director

  • constructively challenges the Executive Directors and holds management to account against agreed performance objectives;
  • offers specialist advice;
  • considers proposals on strategy;
  • ensures Board independence;
  • monitors the implementation of the Group’s strategy within its risk and control framework;
  • acts as a sounding board for the Chairman and an intermediary for other Directors;
  • available to shareholders if they have concerns where contact through the normal channels (the Chairman or the Chief Executive Officer) has failed to resolve or for which contact is inappropriate;
  • leads on the annual appraisal of the Chairman by meeting with the other Non-executive Directors without the Chairman present; and
  • supports the Chairman with the annual Board evaluation.

Independent Non-executive Director

  • constructively challenges the Executive Directors and holds management to account against agreed performance objectives;
  • offers specialist advice;
  • considers proposals on strategy;
  • ensures Board independence; and
  • monitors the implementation of the Group’s strategy within its risk and control framework.

Non-independent Non-executive Director

  • represents the interests of major shareholders;
  • constructively challenges the Executive Directors and holds management to account against agreed performance objectives;
  • offers specialist advice; and
  • considers proposals on strategy.
EXECUTIVE DIRECTORS

Chief Executive Officer

  • has overall responsibility for the implementation of strategy, annual budgets, interaction with the City and market forecasts;
  • recommends Group strategy to the Board;
  • ensures that management provides the Board with accurate, timely, clear and comprehensive Board papers;
  • ensures that the Board knows the views of the senior management on business issues, as well as the views gathered via engagement between management and the workforce;
  • provides the Board with appropriate knowledge of the Company, including access to company operations and members of the workforce via planned and optional site visits;
  • responsible for the day-to-day leadership and management of the operational activities of the Group in accordance with overall strategy and policy as determined by the Board;
  • runs the Company and its subsidiaries;
  • acts as Chairman of the Operations Board;
  • responsible for Group health and safety matters;
  • allocates responsibilities for the running of subsidiary companies, finance, company secretarial, legal, insurance, communications, HR and IT to the department heads or subsidiary Managing Directors as applicable;
  • day-to-day operational management devolves to management within each subsidiary business; and
  • sets an example to the entire workforce by communicating to them the expectations in respect of the Company’s culture, and for ensuring that operational practices drive appropriate behaviour.

Group Finance Director

  • responsible for devising and implementing the Group’s financial strategy, policies and risk;
  • operational responsibility for managing the Group’s financial affairs, including treasury and tax matters;
  • attends the Operations Board meetings; and
  • acts as a director of the subsidiaries and attends the subsidiary board meetings.

Company Secretary

  • supports the Chairman and Chief Executive Officer in fulfilling their duties;
  • available to all Directors for advice and support;
  • keeps the Board regularly updated on governance matters;
  • ensures the flow of good information within the Board and its Committees, and between senior management and Non-executive Directors;
  • arranges Directors’ duties training for Board and subsidiary Directors;
  • ensures Group policies and procedures are maintained and updated on a regular basis;
  • attends and maintains a record of the matters discussed and approved at Board and Committee meetings;
  • attends Operations Board meetings;
  • Company Secretary of the subsidiaries and attends the subsidiary board meetings; and
  • reviews periodically whether the Board and the Company’s governance processes are fit for purpose and whether improvements could be made.

 

 

The Board Committees

The Board has formally constituted Audit, Remuneration and Nomination Committees. The terms of reference for these Committees fully incorporate the Code’s provisions in relation to their roles and responsibilities and are available for inspection at the Company’s registered office.

Audit and Risk Committee

Those serving as members of the Audit Committee are Joanne Lake (Committee Chairman), Gerald Jennings and Peter Mawson.  

The Committee meets a minimum of twice a year, with the Company’s auditors in attendance for part of each meeting. The Committee’s responsibilities include, amongst other matters, the following:

  • to monitor the integrity of the Financial Statements of the Company and any formal announcements relating to the Company’s financial performance;
  • to review and make recommendations to the Board in relation to the half-yearly and annual financial reports;
  • to review and consider the scope and effectiveness of the Company’s financial controls, Company internal control and risk management systems;
  • to consider the appointment/re-appointment of external auditors;
  • to oversee the selection process with regard to external auditors and make appropriate recommendations through the Board to the shareholders to consider at the AGM;
  • to review the annual report of the auditors, the level of fees charged by the auditors for non-audit services, the independence and objectivity of the auditors and the proposed nature and scope of their work before the audit commences. The level of these fees and the services provided are reviewed by the Committee to ensure that they do not threaten auditor objectivity and independence. The Committee reviews the independence and objectivity of the external auditors. Regulation, professional requirements and ethical standards are taken into account, together with consideration of all relationships between the Company and the external auditors and their staff. Relations with the external auditors are managed through a series of meetings and regular discussions and we ensure a high quality audit by challenging the key areas of the external auditor’s work;
  • to review and consider the scope and effectiness of the Company's financial controls, Company internal control and risk management systems; 
  • to review the Company’s procedures for handling reports from ‘whistleblowers’; and
  • to review annually the Company’s Anti-Bribery and Corruption policy.

Audit and Risk Committee - Terms of Reference

Remuneration Committee

Those serving as members of the Remuneration Committee are Gerald Jennings (Committee Chairman), Joanne Lake and Peter Mawson. Tim Roberts, Chief Executive Officer, attends in an advisory and supportive role upon request from the Chairman of the Committee.

Details of the work of the Remuneration Committee are set out in the Annual Report and Financial Statements.

Remuneration Committee - Terms of Reference

Nomination Committee

Those serving as members of the Nomination Committee are Peter Mawson (Committee Chairman), Gerald Jennings and Joanne Lake.

Nomination Committee matters are also discussed at each Board Meeting.

The principal responsibility of the Committee is to consider succession planning and appropriate appointments to the Board and to senior management, so as to maintain an appropriate balance of skills, knowledge and experience within the Company, and its duties include:

  • overseeing the identification, selection and appointment of Directors;
  • reviewing the structure, size, composition and leadership needs of the Board;
  • other commitments of Directors relative to the time required for them to fulfil their duties; and
  • periodic evaluation of the effectiveness of the Board.

The Committee has access to external professional advisers where required to fulfil its responsibilities.

Nomination Committee - Terms of Reference