Corporate governance

Corporate governance

Corporate Governance - Shareholder and Board Governance

Shareholders

Approximately 100,000 individual, corporate and employee shareholders who are invited to meet at least annually (in person or by proxy) and exercise their stewardship voting rights on the basis of one share/one vote.

Annual General Meeting
Shareholders vote on key governance matters, including the re-election of directors, their remuneration, the payment of dividends and the appointment of the auditors. Details of AGM.

Shareholder relations
The Chief Executive and Group Finance Director meet the Company’s principal shareholders on a regular basis. Separately, the Chairman maintains regular contact with the Company’s principal shareholders on governance matters and ensures that all directors are aware of their views.

Board

The Directors meet regularly as a Board and make decisions on a collective basis. The directors have a legal duty to promote the success of the Company.

The Board has adopted a governance structure based on the UK Corporate Governance Code (the Code). This is detailed in the Operational Framework, which delegates matters to employees in a manner that has been designed to provide ongoing oversight of performance and adherence to policies and behavioural expectations.

Board composition

The Board consists of executive and independent non-executive directors, plus a non-executive chairman who was independent in accordance with the Code on his appointment. View Board Composition.

The non-executive directors constructively challenge and help develop proposals on strategy. They also scrutinise the performance of management in meeting agreed goals and objectives, and satisfy themselves as to the integrity of financial information, and that systems of risk management are robust and defensible. In addition, they set the remuneration of the executive directors and oversee board succession planning.

Chairman
Responsible for leading the Board and ensuring that it discharges its duties efficiently.

Chief Executive
Responsible for the implementation and delivery of the strategy agreed by the Board.

Senior Independent Director
Acts as a sounding board for the Chairman and acts as an intermediary for the other directors as necessary.

Company Secretary
Responsible to the Board for ensuring that Board procedures are complied with. Through the Chairman, he is responsible for ensuring that directors are supplied with information in a timely manner.

Delegated authority oversight of performance and compliance with the Operational Framework

Board committees

The membership of the principal board committees solely comprises non-executive directors.They provide leadership, scrutiny and oversight over key governance areas. View Board Committees.