The board has given consideration to the new UK Corporate Governance Code (the Code) issued by the Financial Reporting Council (FRC) in June 2010 and
applicable for listed companies for financial periods starting after June 2010, the Quoted Companies Alliance Corporate Governance Guidelines (the Guidelines)
for smaller quoted companies published in September 2010 and the Corporate Governance and Voting Guidelines for AIM companies published by the NAPF in
April 2007.
Although the Code does not apply to companies traded on AIM, the directors have chosen to provide certain information on how the company has adopted various
principles of the Code and the Guidelines which they feel are appropriate given the size of the company.
At the date of this report the group board was made up of three executive and three non-executive directors. The three executive directors comprise the chairman, the chief executive and group finance director. Of the three non-executive directors, two are considered non-independent because in one case they represent a significant shareholder and in the other they are involved in the management of the trusts that hold the majority of the chairman's shareholding. The group board considers the board composition suitable and appropriate given the company's size and the experience of each director. The biographies of each director are contained on the Board and senior management page.
The board is responsible for the overall strategy and direction of the group and meets regularly throughout the year.
Under the company's Articles of Association one-third of the directors are required to retire by rotation each year.
The board has formally established two committees and agreed their terms of reference; these committees are as follows:
The principal function of this committee is to determine the policy on executive directors' remuneration. The committee consists of R W Dyson (independent non-executive director) as chairman and W P Wyatt (non-executive director). Until her resignation on 18 May 2011, A J Green sat on this committee. It is the aim of the committee to attract, retain and motivate high calibre individuals with a competitive remuneration package.
Remuneration for executive directors normally comprises base salary, annual bonus, long-term incentives and benefits in kind. Details of the current directors' remuneration are given in the Remuneration report.
This committee consists of R W Dyson as chairman and A N Gaskell (non-executive director). Until her resignation on 18 May 2011, A J Green sat on this committee. The principal function of this committee is to monitor the integrity of the group's financial statements, review any formal announcements relating to the group's financial performance, review the appointment and relationship with the external auditors and review the system of internal financial controls operating within the business. The external auditors and executive directors may be invited to attend the meetings.
The board and committee meetings attended by each director are set out below:
Download this table in Excel| Director | Board meetings | Audit Committee | Remuneration Committee |
|---|---|---|---|
| Total number of meetings since 30 September 2010 to date |
6 |
5 |
2 |
| R F M Adair | 6 | ||
| P A J Leech | 6 | ||
| J M Austen | 6 | ||
| R W Dyson | 5 | 5 | 2 |
| A N Gaskell | 6 | 5 | |
| A J Green1 | 2 | 1 | 1 |
| W P Wyatt | 4 | 1 |
