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• About us
• Board of Directors
• Governance
• Constitution

Statement of the responsibilities of the Board of Directors

The Board meets regularly and is responsible for strategy, performance, approval of major capital projects and the framework of internal controls. The Board has a formal schedule of matters specifically reserved to it for decision. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Company Secretary. The appointment and removal of the Company Secretary is a matter for the Board as a whole. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company's expense.

Directors are subject to re-election by the shareholders at Annual General Meetings. The Articles of Association provide that Directors will be subject to re-election at the first opportunity after their appointment and the Board submit to re-election at intervals of three years.

Sub committees of the Board

There are three sub-committees of the Board, being the Audit Committee, the Nominations Committee and the Remuneration Committee.

Audit Committee responsibilities:

The Audit Committee comprises Robert Hayim (Chairman) and Bryan Ellis.

The Committee meets at least twice a year and considers the appointment and fees of the external auditors and discusses the scope of the audit and its findings. The Committee is also responsible for monitoring compliance with accounting and legal requirements and for reviewing the annual and interim financial statements prior to their submission for approval by the Board.

The Audit Committee considers the independence and objectivity of the external auditors on an annual basis, with particular regard to non-audit services. The non-audit fees are considered by the Board not to affect the independence or objectivity of the auditors. The Audit Committee monitors such costs in the context of the audit fee for the period, ensuring that the value of non-audit services does not increase to a level where it could affect the auditors' objectivity and independence. The Board also receive an annual confirmation of independence from the auditors.

Nominations Committee responsibilities:

The Audit Committee comprises Bryan Ellis (Chairman), Sir Brian Ivory and John Cole.

The Committee considers the appointment and benefits of Directors joining the Board, including the award of share options. It takes account of the size of the business and the remit of new Directors in bringing skills to the Company that it may not necessarily have immediately available to it.

Recommendations from the Nominations Committee are then discussed by the full Board.

Remuneration Committee responsibilities:

The Remuneration Committee comprises Bryan Ellis (Chairman) and Sir Brian Ivory.

The Committee's role is to consider and approve the remuneration and benefits of the Executive Directors, including the award of share options. In framing the Company's remuneration policy, the Remuneration Committee has given full consideration to Section B of The Combined Code.

The Committee aims to provide base salaries and benefits which are competitive in the relevant external market and which take account of Company and individual performance thus enhancing the Company's ability to recruit and to retain individuals of the calibre required for its continuing business success. It is the policy of the Committee to provide financial incentives and to reward superior performance over the medium and long term by creating opportunities to enable senior executives to earn cash bonuses and share-related payments which result from achievement of performance targets