Investors 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 recognizes 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 recognizes that certain actions and behaviors do not automatically imply poor organizational 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 fifteen directors, thirteen 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.  

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 recognizing 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 below.

Terms of reference for Remuneration Committee

Updated November 2015

Remuneration Policy

Updated May 2014

Terms of reference for Audit Committee

Updated February 2015

Non Audit Fees Policy

Updated April 2016

Terms of reference for Nomination Committee

Updated November 2013

Articles of Association post-2015 AGM

Updated 2015

Schedule of Matters reserved for the Board

Updated November 2015

Division of Responsibilities between Chairman and CEO

Updated November 2015

Contact us

Investor inquirers: 

Richard Joyce

T +44 (0) 1753 217800

Shareholder inquirers: 

Registrars Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY

Shareholder helpline +44 (0) 370 703 0118

Company Secretary:

Christine Logan  

T +44 (0) 1753 217800