Corporate governance

Compliance with the Code

Recommendations (and importance if required)

Chair

Current situation:

Best practice

· ·

· ·

“The chair should be independent of the company on appointment. “

“ The roles of chair and chief executive should not be exercised by the same individual.

“A chief executive should not go on to be chair of the same company.
“The chair should not remain in post beyond nine years from their date of first appointment to the board”

(Provision 9 and Provision 19)

Board balance

Current situation:

Best practice

At least half the board, excluding the chair, should comprise non-executive directors whom the board considers to be independent.. (Provision 11)

Independence of Non-executive Directors

Current situation:

Best practice

Non-executive directors should be independent (Provision 10)

Nomination Committee

Current situation:

Best practice

The board should establish a nomination committee and a majority of members of the nomination committee should be independent non-executive directors. The chairman or an independent non-executive director should chair the committee (Provision 17)

Audit Committee

Current situation:

Best practice

The board should establish an audit committee of independent non-executive directors with a minimum membership of three, or in the case of smaller companies two. The chair of the board should not be a member. The board should satisfy itself that at least one member of the audit committee has recent and relevant financial experience. The audit committee as a whole shall have competence relevant to the sector in which the company operates” (Provision 24)

Remuneration Committee

Current situation:

Best practice

The remuneration committee should have responsibility for setting the remuneration of the chair and executive directors

The board should establish a remuneration committee of independent non-executive directors with a minimum membership of three, or in the case of smaller companies two. In addition, the chair of the board can only be a member if they were independent on appointment.

(Provision 32 and Provision 33)