The Board
The Board comprises the directors listed above.
The Board is scheduled to meet at least four times each
year, in addition to which meetings will also be convened
on an ad hoc basis if there is urgent or delegated business
which cannot wait until the next scheduled meeting of the
full Board.
The Board considers the overall strategic direction, development
and control of the group and reviews the financial and operational
performance. Various major decisions require Board approval,
including the approval of the annual budget, larger capital
expenditure proposals, acquisitions and disposals. Board
papers, which are sent out in advance of each meeting, include
a set agenda although further subjects are added for discussion
as the need arises.
Appointments to the Board
There is no nomination committee and all nominations to
the Board are considered by the Board as a whole.
The Articles of Association of the Company require Directors
to submit themselves for re-election at the first Annual
General Meeting following appointment and then every two
years.
Audit committee
The audit committee comprises Mr Powell and Mr Martin. Mr
Powell is the Chairman of the audit committee.
The audit committee reviews the Group’s annual report,
financial statements, interim statement and preliminary
announcements before recommending their approval to the
Board. This process involves meeting with the external auditors
to discuss issues relating to the audit and financial control
of the Group. The audit committee also reviews the Company's
internal financial controls and risk management systems,
the scope of the audit and the independence and objectivity
of the auditors. The auditors have direct access, should
they so require, to the chairman of the audit committee.
Remuneration committee
The remuneration committee comprises Mr Powell and Mr Martin.
Mr Powell is the Chairman of the Remuneration Committee.
The remuneration committee consults with the Chief Executive,
as it considers appropriate, in relation to proposals relating
to the remuneration of the executive Directors.
The remuneration committee makes recommendations to the
Board on the executive remuneration policy and determines
specific remuneration packages for each of the executive
Directors. The aim of the remuneration committee is to provide
total remuneration packages which attract, retain and motivate
executive Directors of the appropriate calibre. The remuneration
policy is to reward excellent performance, to be commercially
competitive and to align the interests of employees with
those of shareholders to create value. The remuneration
of the non-executive Directors is determined by the Board
as a whole although no non-executive Director is present
when his own fees are under discussion.
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