Corporate governance

The Company places a great deal of importance on high standards of corporate governance and has applied substantially all the detailed provisions laid down in the Combined Code on Corporate Governance.

The Company has appointed Graham Mackay as the Senior Independent Non-Executive Director.

The current Board comprises ten directors, eight of whom are non-executive. Peter Harf, Deputy Chairman, is not considered to be an independent Non-Executive Director because of the shareholding he represents and because he has served as a Director for more than nine years. Adrian Bellamy, Chairman of the Board, has also served more than nine years on the Board but was independent upon appointment as Chairman. The Governance Code states that the test of independence for the Chairman is not relevant if he was independent upon appointment. The Board structure adopted by the Company is similar to that of its key international competitor companies, most of whom are US-based.

The Company has established three committees of the Board: an Audit, a Remuneration and a Nomination Committee.

If you would like to view the terms of reference for these committees, please view the PDFs via the links on the right-hand side of the page.

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