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 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.
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 James Sykes (Committee Chairman), Jamie Boot, Joanne Lake, 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.
Those serving as members of the Remuneration Committee are Joanne Lake (Committee Chairman), Jamie Boot, Gerald Jennings, Peter Mawson and James Sykes. John Sutcliffe, 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.
Those serving as members of the Nomination Committee are Peter Mawson (Committee Chairman), Jamie Boot, Gerald Jennings, Joanne Lake and James Sykes.
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.