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 business reports, management accounts and items for approval prior to each meeting, to ensure
that it is able to carry out its role effectively.
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, and to independent professional advice at the Company’s expense where they
judge it necessary to discharge their responsibility as Directors.
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.
The Nomination Committee, comprising all the Non-Executive Directors and chaired by the Non-Executive Chairman, is
responsible for identifying and nominating candidates to fill Board vacancies and ensuring that the Board continues to
contain appropriate diversity of thought, background and experience. The Nomination Committee also oversees succession
plans in place for the Board and Senior Leadership Team. During the year, appointments were made to the positions of CEO
and CFO and a number of changes were made to the Senior Leadership Team.
A report on the activities of the Nomination Committee in 2023 is on page 33. A report on the Board's approach to Diversity
and Inclusion, diversity metrics and activities carried out in 2023 can be found on page 14.
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.
All Directors have relevant business experience, skills and knowledge to perform their duties effectively. New Directors
receive an induction on joining the Board, and additional training needs are identified on an ongoing basis and through the
annual review of Board effectiveness.
Length of service is a specific consideration of the Nomination Committee in its work on succession planning.
The Audit Committee had competencies relevant to the sector in which the Group operates, as evidenced by the
biographies on the inside of the front cover.
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 2023 can be found on page 36.
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.
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.
At each scheduled meeting, the Audit Committee discusses any areas for an internal audit review and considers the findings
of any such reviews. The Audit Committee also assesses annually the need for a separate internal audit function, and
makes a recommendation to the Board accordingly. The Board continues to be comfortable that no separate internal audit
function is required.
The Audit Committee monitors and assesses the independence and effectiveness of the external Auditor. The Audit
Committee also reviews the integrity of financial and narrative statements and recommends them to the Board for
approval. A report on the composition of the Audit Committee and its work in 2023 can be found on page 35.
N. The board should present a fair, balanced and
understandable assessment of the company’s position and
prospects.
The Board considers that the Annual Report and Financial Statements for the year ended 31 December 2023 taken as
a whole present a fair, balanced and understandable assessment of the Company's position and prospects. Further
information is contained in the report of the Audit Committee on page 35.
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 its long-term strategic
objectives.
The Audit Committee monitors key risk factors impacting the Group, and makes recommendations to the Board on any
actions to be taken. A summary of the principal risks impacting the Group are set out on pages 27 to 30.
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.
An updated Remuneration Policy was approved at the 2023 Annual General Meeting. Prior to seeking shareholder approval,
the Remuneration Committee reviewed the Remuneration Policy to ensure its alignment to the Group’s purpose, values and
long-term strategy and consulted with major shareholders on proposed changes.
Suitable financial and non-financial objectives, linked to the Group’s purpose, values and long-term strategy, are set
for Executive Directors and other Senior Leadership Team members and approved by the Remuneration Committee in
connection with long-term incentive and annual bonus awards. Further details can be found on pages 50 and 51.
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 Board has delegated responsibility to the Remuneration Committee for setting the remuneration of the Executive
Directors and other members of the Senior Leadership Team. Further information is contained in the report of the
Remuneration Committee on page 40.
R. Directors should exercise independent judgement and
discretion when authorising remuneration outcomes,
taking account of company and individual performance,
and wider circumstances.
The Remuneration Committee oversees the Remuneration Policy and applies independent judgement when setting
objectives for long-term incentive and annual bonus awards linked to Group and individual performance. Further
information is contained in the report of the Remuneration Committee on page 40.
Annual increases to Non-Executive Directors’ fees are approved by the Executive Directors in consideration of salary
increases across the wider workforce.
Board of Directors
Function and operation of the Board
The Board of Directors meets regularly to review strategic, operational and financial matters, including proposed acquisitions
and divestments, and has a formal schedule of matters reserved to it for decision which is reviewed regularly. It approves the
Group’s purpose, values and strategy, the interim and annual financial statements, the annual report, the annual financial plan,
significant contracts and capital investment in addition to reviewing the effectiveness of the internal control systems and business
risks faced by the Group. Where appropriate, it has delegated authority to the Audit, Remuneration and Nomination Committees,
and to other committees of Directors. Information is supplied to the Board in advance of meetings and the Chairman ensures that
all Directors are properly briefed on the matters being discussed. The Board also receives presentations by members of senior
management on different areas of the Group’s business.
