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 stakeholders’ 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 Nicandro Durante as its Senior Independent Director.
The Board structure adopted by the Company is similar to that of its key international competitor companies. The current Board comprises ten directors, eight of whom are non-executive. Chris Sinclair, Chairman of the Board, was independent on appointment as Chairman.
Pam Kirby is Chair of the Corporate Responsibility, Sustainability, Ethics and Compliance Committee, established in 2016. Andrew Bonfield and Mary Harris are currently the Chairs of the Audit and Remuneration Committees respectively. It is important that the Board has relevant knowledge, diversity and experience to provide consistency and constructive challenge in the development and application of the Company’s strategic objectives and the delivery of shareholder value.
The Board has established a Nomination Committee, a Remuneration Committee, a Corporate Responsibility, Sustainability, Ethics and Compliance Committee and an Audit Committee. Copies of the terms of reference for these committees are available in PDF format below.