Corporate Governance
- The Board currently comprises a Chair, two Executive Directors and two additional Non-Executive Directors, and meets regularly to consider strategy, performance, approval of major capital projects and the framework of internal controls.
- In addition, the Executive Directors meet on a regular basis for operational meetings.
- To enable the Board to discharge its duties, all Directors will receive appropriate and timely information.
- Briefing papers will be distributed as appropriate to all Directors in advance of Board meetings.
- All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that the Board procedures are followed and that applicable rules and regulations are complied with.
- The appointment and removal of the Company Secretary is a matter for the Board as a whole.
- In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.
The Directors are subject to retirement by rotation and re-election by the shareholders at annual general meetings of the Company, in accordance with the Company’s Articles.
Committees of the Board
Three committees of the Board have been set up comprising the three Directors, of which the Audit committee is chaired by Willy Paterson-Brown and the Nomination and Remuneration committee is chaired by Simon Allocca.
Audit Committee
This committee has primary responsibility for monitoring the quality of internal controls ensuring that the financial performance of the Company is properly measured and reported on and reviewing reports from the Company’s auditors relating to the Company’s accounting and internal controls, in all cases having due regard to the interests of Shareholders. The Audit Committee will meet at least twice a year at appropriate intervals in the financial reporting and audit cycle and otherwise as required.
Nomination and Remuneration Committee
This committee reviews the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and make recommendations to the Board with regard to any changes giving consideration to succession planning for directors and other senior executives in the course of its work, and taking into account the challenges and opportunities facing the Company and the skills and expertise needed on the Board in the future. The committee also sets the remuneration policy for all Executive Directors and reviews the performance of the Executive Directors and determines their terms and conditions of service, including their remuneration and pension rights and the grant of options, having due regard to the interests of Shareholders. The Committee will meet at such times as the Board and/or chairman of the committee shall require.
Risk Committee
This committee considers all matters referred to the committee by executives responsible for health, safety and risk management and any of its members. The Risk Committee will meet at such times as the Board and/or chair of the committee shall require.
The Company is dedicated to good corporate governance and recognises the importance of social responsibility.
