UK Corporate Governance Code

The Board is committed to the highest standards of corporate governance. Save as disclosed in this section, the Company will comply with the provisions of the UK Corporate Governance Code issued in July 2018 by the Financial Reporting Council, as amended from time to time (the Governance Code) and the Company intends to comply in full with the Governance Code over time. Thereafter the Company intends to continue to comply with the relevant principles and provisions of the Governance Code on an ongoing basis.

The Governance Code recommends that the Board should appoint one of its independent non-executive directors to be the senior independent director (SID). The SID should be available to Shareholders if they have concerns that the normal channels of Chairman, Chief Executive Officer or other executive directors have failed to resolve, or for which such channel of communication is inappropriate. The Company’s SID is Darren Pope.

As envisaged by the Governance Code, the Board has established an audit committee, a nomination committee and a remuneration committee. If the need should arise, the Board may set up additional committees as appropriate.

Schedule of Board reserved matters - download PDF here.

Audit and Risk Committee

The Audit and Risk Committee assists the Company’s Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing and monitoring the integrity of the Company’s annual and interim financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, overseeing the Company’s relationship with external auditors, reviewing the effectiveness of the external audit process, and reviewing the effectiveness of the internal control review function. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board.

The Disclosure Guidance and Transparency Rules require that at least one member of the audit committee be independent and that at least one member has competence in accounting and/or auditing. In addition, the Governance Code recommends that the audit committee should comprise at least three Independent Non-Executive Directors and that at least one member has recent and relevant financial experience. The Board considers that the Company complies with the requirements of the Disclosure and Transparency Rules and the recommendations of the Governance Code in those respects. The current members of the Audit and Risk Committee are Darren Pope (Chairman and Independent Non-executive Director), Victoria Hull (Independent Non-Executive Director) and Ron Kalifa (Independent Chairman). The Audit and Risk Committee is required to meet at least five times a year.

The Audit and Risk Committee has taken appropriate steps to ensure that the Company’s auditors are independent of the Company as required by the Governance Rules and has obtained written confirmation from the Company’s auditors that they comply with guidelines on independence issued by the relevant accountancy and auditing bodies. The terms of reference of the Audit and Risk Committee covers such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Audit and Risk Committee to carry out its duties.

Terms of reference - Audit and Risk Committee - download PDF here.

Nomination Committee

The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make-up of the Board and any committees of the Board. It is responsible for evaluating the balance of skills, knowledge and experience and the size, structure and composition of the Board and committees of the Board and, in particular, for monitoring the independent status of the Independent Non-executive Directors. It is also responsible for periodically reviewing the Board’s structure and identifying potential candidates to be appointed as Directors or committee members as the need may arise.

The current members of the Nomination Committee are Ron Kalifa (Independent Chairman), Darren Pope (Independent Non-Executive Director), Victoria Hull (Independent Non-Executive Director) and Habib Al Mulla (Independent Non-Executive Director). The Nomination Committee is required to meet at least two times a year. The Governance Code recommends that a majority of the nomination committee should comprise Independent Non-Executive Directors. The Board considers that, the Company complies with the recommendations of the Governance Code in this respect.

The terms of reference of the Nomination Committee covers such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Nomination Committee to carry out its duties.

Terms of reference - Nomination Committee - download PDF here.

Remuneration Committee

The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, setting the over-arching principles, parameters and governance framework of the Company’s remuneration policy and determining the individual remuneration and benefits package of each of the Company’s Executive Directors and senior management. The current members of the Remuneration Committee are Victoria Hull (Chairman and Independent Non-Executive Director), Ron Kalifa (Independent Chairman), Darren Pope (Independent Non-Executive Director) and Habib Al Mulla (Independent Non-Executive Director). The Governance Code recommends that the Remuneration Committee should comprise at least three members who are Independent Non-Executive Directors, one of whom may be the Chairman (but who may not chair the Remuneration Committee), and that before appointment as chair of the Remuneration Committee, the appointee should have served on a remuneration committee for at least 12 months. The Board considers that the Group complies with the recommendations of the Governance Code in this respect. The Remuneration Committee is required to meet at least five times a year.

The terms of reference of the Remuneration Committee covers such issues as membership and the frequency of meetings, as mentioned above, together with requirements for the quorum for and the right to attend meetings, reporting responsibilities and the authority of the Remuneration Committee to carry out its duties.

Terms of reference - Remuneration Committee  - download PDF here.