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Corporate governance

The Company’s Board of Directors is committed to high standards of corporate governance, which it considers are critical to business integrity and to maintaining investors’ trust. The Company expects all its directors and employees to act with honesty, integrity and fairness. The Company strives to act in accordance with the laws and customs of the countries in which it operates; adopts proper standards of business practice and procedure; operates with integrity; and observes and respects the culture of every country in which it does business.

The Board recognises that the objective of the UK Corporate Governance Code (the “Code”) is to facilitate management’s delivery of business success in a transparent and responsible manner. The Code does not impose a rigid set of rules and recognises that certain actions and behaviours do not automatically imply poor organisational governance. The Company has either complied or explained any areas on non-compliance with all the detailed provisions laid down in the Code.

The Board has nominated André Lacroix as its Senior Independent Director.

The Board structure adopted by the Company is similar to that of its key international competitor companies, most of whom are US-based. The current Board comprises nine directors, seven of whom are non-executive. Adrian Bellamy, Chairman of the Board, has served more than nine years on the Board but was independent on appointment as Chairman. The Deputy Chairman, Peter Harf is a shareholder appointed director and was therefore not independent on appointment. Peter Harf has also served as a director for more than nine years.

Kenneth Hydon and Judith Sprieser have both served for nine years each and are currently the Chairs of the Audit and Remuneration Committees respectively. The Company continues to benefit from the skills and experience they bring to their roles. Whilst recognising that it is important that the Board retains relevant knowledge and experience to provide continuity and consistency in the development and application of the Company’s strategic objectives and the continued delivery of shareholder value, the Board will review Kenneth Hydon and Judith Sprieser’s chairmanship of the respective Committees and will continue its efforts to refresh the membership of the Board in the short term.

The Board has established a Nomination Committee, a Remuneration Committee and an Audit Committee. Copies of the terms of reference for these committees are available in PDF format via the links on the right-hand side of the page.

PDF Downloads

To view the terms of reference for these committees, please click on the headings below.

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