Statement of Compliance
As an unlisted public company the Company is not required to comply with the provisions of the UK Corporate Governance Code. The directors are, however, aware of their responsibilities to all shareholders.
The board is responsible for the overall management and strategy of the Group. The board meets at least four times a year and additionally as issues arise which require board attention. There is a formally adopted schedule of powers which are reserved to the board, in addition to those formal matters required by the Companies Act 2006 to be set before the board. The board has full and timely access to all relevant information to enable it to discharge its duties effectively.
Audit, Operating and Remuneration Committees have been established with formally delegated duties and responsibilities. Formal terms of reference for all three Committees have been adopted by the board and are reviewed on a regular basis. Both the Audit and Audit Committees comprise non-executive directors only.
The Audit Committee generally meets at least four times a year at appropriate times in the reporting and audit cycle of the Company and is responsible for ensuring that the financial performance of the Group is properly monitored and reported on. The Committee consists of 3 non-executive directors and is chaired by Sam Levinson. Meetings are attended by appropriate members of senior management and the Company’s external auditors have direct access to the chairman of the Committee.
Powers not reserved to the board are delegated to the Operating Committee which is chaired by Sir George Iacobescu. The Committee meets on an ad hoc basis and consists of the 2 executive directors and 3 non-executive directors.
The Remuneration Committee consists of non-executive directors and meets on an ad hoc basis. This committee is responsible for reviewing the performance of the executive directors and management team, settling their remuneration packages and agreeing compensation packages for the Group.
Terms of Reference