
Corporate Governance
Statement
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I. The board, supported by the company secretary,
should ensure that it has the policies, processes,
information, time and resources it needs in order to
function effectively and efficiently.
The Board is supplied with management accounts and operational reviews prior to each meeting.
The Board ensures that Directors, especially Non-Executive Directors, have access to independent professional
advice at the Company’s expense where they judge it necessary to discharge their responsibility as Directors.
All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for
ensuring that Board procedures are complied with. The appointment and removal of the Company Secretary is a
matter for the Board as a whole.
3. Composition, Succession and Evaluation
J. Appointments to the board should be subject to a
formal, rigorous and transparent procedure, and an
effective succession plan should be maintained for
board and senior management. Both appointments
and succession plans should be based on merit and
objective criteria and, within this context, should
promote diversity of gender, social and ethnic
backgrounds, cognitive and personal strengths.
A separate Nomination Committee, comprising all the Non-Executive Directors (including the Non-Executive
Chairman), is responsible for identifying and nominating candidates to fill Board vacancies and for ensuring that
succession planning happens on an ongoing basis. A disclosure in relation to the composition and activities of the
Nomination Committee under Code Provision 23 is set out on page37.
K. The board and its committees should have a
combination of skills, experience and knowledge.
Consideration should be given to the length of service
of the board as a whole and membership regularly
refreshed.
The Chairman ensures that new Directors receive an induction on joining the Board. Any training needs required
by the Directors will be discussed with the Chairman.
All Directors have extensive business experience and possess relevant and updated skills and knowledge to
perform their duties.
L. Annual evaluation of the board should consider its
composition, diversity and how effectively members
work together to achieve objectives. Individual
evaluation should demonstrate whether each director
continues to contribute effectively.
An annual review of the effectiveness of the Board, its Committees, the Directors and the Company Secretary
is undertaken, prior to Directors being offered for re-election by shareholders. Details of how this review was
conducted in respect of the year ended 31 December 2021 can be found on page38.
The Executive Directors also receive an annual performance appraisal as part of the Management Bonus Scheme.
The performance of each Board Committee is reviewed on an annual basis.
Non-Executive Directors are appointed for specific terms, up to a maximum of three years and re-appointment is
not automatic. The Articles of Association require one-third of Directors to retire in rotation at each Annual General
Meeting, but all Directors voluntarily offer themselves for annual re-election by shareholders. The Board sets out to
shareholders in papers accompanying a resolution to elect a Non-Executive Director the reasons why they believe
an individual should be elected. The Chairman confirms to shareholders when proposing re-election that the Non-
Executive Director’s performance remains effective.
4. Audit, Risk and Internal Control
M. The board should establish formal and transparent
policies and procedures to ensure the independence
and effectiveness of internal and external audit
functions and satisfy itself on the integrity of financial
and narrative statements.
The Company operates an internal Assurance and Improvement Programme which is overseen by the Audit
Committee and endorsed by the Board.
The Audit Committee monitors the independence and effectiveness of the external Auditor. The Audit Committee
ensures that it meets with the external Auditor without the presence of the Executive Directors at least once a year.
The Audit Committee is comprised of all Non-Executive Directors, excluding the Non-Executive Chair, in
accordance with the recommendations of the 2018 Corporate Governance Code. The Audit Committee meets
at least three times a year. The Board ensures that at least one member of the Audit Committee has recent and
relevant financial experience and that all members have competence and experience relevant to the sector in
which the Company operates.
N. The board should present a fair, balanced and
understandable assessment of the company’s position
and prospects.
The Board considers that the Strategic Report and Financial Statements for the year ended 31December 2021
present a fair and balanced assessment of the Group’s performance and conditions.
O. The board should establish procedures to manage
risk, oversee the internal control framework, and
determine the nature and extent of the principal risks
the company is willing to take in order to achieve.
The internal Assurance and Improvement Programme monitors key risk factors impacting the Group. External
organisations with industry specific and risk management expertise are utilised to support this programme where
appropriate. A summary of the principal risk factors impacting the Group are set out on pages19 to 21.
5. Remuneration
P. Remuneration policies and practices should be
designed to support strategy and promote long-term
sustainable success. Executive remuneration should
be aligned to company purpose and values, and
be clearly linked to the successful delivery of the
company’s long-term strategy.
Financial and non-financial objectives are set for Executive Directors and performance against these determine
Executive bonus levels. These objectives are directly linked to the purpose and long-term strategy of the Group.
The Remuneration Policy is regularly reviewed to ensure that this supports the long-term success of the Group. The
current Remuneration Policy was adopted by Shareholders in 2020. The Remuneration Committee has proactively
engaged with major investors on its 2021 approach to executive remuneration in respect of the year ended
31December 2021.
Q. A formal and transparent procedure for developing
policy on executive remuneration and determining
director and senior management remuneration should
be established. No director should be involved in
deciding their own remuneration outcome.
The Remuneration Committee has delegated responsibility for setting the remuneration of the Executive Directors
and the Group’s senior management, including the Company Secretary. A disclosure in relation to the composition
of the Remuneration Committee is set out on page38.
Reference is made to information from independent sources when setting remuneration outcomes, including
advice from external remuneration consultants and, if required the Company’s Human Resources function.
R. Directors should exercise independent judgement
and discretion when authorising remuneration
outcomes, taking account of company and individual
performance, and wider circumstances.
Executive Directors were invited to attend parts of the Committee’s meetings in 2021, however, no Director was
present during a discussion regarding his remuneration.
The Remuneration Committee will exercise its powers of discretion, where appropriate, to ensure fair and
reasonable remuneration outcomes for Executive Directors in the context of both the Group and individual
performance.
Non-Executive Directors’ fees are approved by the Board as a whole.