Corporate governance

Board meetings /

The Board meets nine or ten times a year and more frequently when business needs require. During the year, the Board met on average once a month. At least one Board meeting is extended in length to consider fully the ongoing development of the Company’s strategic plans. Board meetings are structured to allow open discussion and all directors participate in discussing the strategy, trading and financial performance and risk management of the Company.

There is a list of matters that have been reserved to the Board for decision. These include approval of:

  • Group strategy, annual budget and operating plans

  • results announcements

  • dividend policy

  • circulars and listing particulars

  • matters relating to share capital

  • major capital projects, investments and commitments.

All directors are fully briefed on important developments in the various business activities which the Group undertakes and regularly receive information concerning the Group’s operations, finances, key risks and its employees, enabling them to fulfil their duties and obligations as directors.

The Board is supplied in advance of each meeting with an agenda and supporting documentation. At each Board meeting there are a number of standard agenda report items. Senior managers and external advisors are also invited to attend meetings where relevant input is needed. The Board also receives briefings from the chairmen of the Audit, Remuneration and other Committees following meetings of those Committees.

The attendance of directors at meetings of the Board and at Board Committees of which they were members during the year is set out below:

  Board
Meetings		 Audit
Committee		 Remuneration
Committee		 Nomination
Committee
No. of meetings in year 12 5 6 2
John Napier 12 – 5* 2
John Brady 12 – 6 2
Jerry Buhlmann 12 – – 1**
Simon Laffin 12 5 – 2
Harold Mitchell
(appointed 15.12.10)		 – – – –
Robert Philpott
(appointed 18.03.10)		 11 – – –
Nick Priday 12 – – –
Martin Read 11 5 – 2
Charles Strauss 11 5 – 2
Lorraine Trainer 11 – 6 2

* John Napier did not attend the Remuneration Committee meeting convened to discuss his remuneration as chairman.

** appointed to the Nomination Committee 1 May 2010.

In addition to the above John Napier (as interim Chief Executive Officer), Jerry Buhlmann (as Chief Executive Officer) and Nick Priday regularly attended, by invitation, meetings of the Audit Committee and Jerry Buhlmann (as Chief Executive Officer) regularly attended, by invitation, meetings of the Remuneration Committee.

From time to time the non-executive directors, including the Chairman, meet in the absence of the executive directors to consider matters of relevance to the running of the Board and the operation of the Company.

Performance appraisal process /

The non-executive directors, led by the senior independent director, continued the process of meeting annually without the Chairman being present to appraise the Chairman’s performance. Where appropriate, the senior independent director then meets with the Chairman to discuss any particular issues arising.

A review of the Board’s performance was undertaken in November 2010, involving all members of the Board at that time. However, as substantial changes were made to the Board’s composition in the second half of 2009, and Jerry Buhlmann was only appointed as Chief Executive Officer in mid 2010, it was not considered appropriate to undertake external performance reviews during 2010. Further Board and committee reviews will take place in 2011 and will be reported on in the 2011 financial statements.

Induction and training /

Directors undertake an induction programme when they join the Board and receive a range of information about the Group. The induction programme also includes, where appropriate, meetings with other members of the Board and briefings and presentations regarding the Group’s operations from senior executives. Ongoing training needs for directors are met as required.

Director liability /

The Company has in place an appropriate level of directors and officers insurance cover in respect of legal action against the directors. In addition, the Company has given an indemnity to its directors in respect of third party claims, as described in the Directors’ report.

All directors have access to the advice and services of the company secretary and, if required, external professional advice at the Company’s expense. If a director has particular concerns, he or she may specifically request that they be recorded in the Board minutes.

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