Corporate Governance

The Board is committed to the highest standards of corporate governance and intends that the Company should comply with all requirements of the UK Corporate Governance Code that are applicable to it as a ‘smaller company’ (defined in the UK Corporate Governance Code as being a company below the FTSE 350).

Responsibility for governance matters lies with the Board, which is accountable to shareholders for the activities of the Group.  Further details of the ways in which the Company complies with the UK Corporate Governance Code can be found in the Corporate Governance Report of the Company’s annual report and accounts for the year ended 31 December 2018 (page 19). The Board considers that the Company is compliant with all aspects of the UK Corporate Governance Code that are applicable to it as a ‘smaller company’ save for A.3.1, which sets out the requirements for the Chairman, and B.1.1 which sets out the requirements for Non-Executive Directors.

A.3.1 of the Code requires that the Chairman should, on appointment, meet the independence criteria set out in code provision B.1.1.  As the Chairman is an Executive Director and participates in the Company’s employee share option scheme he is not considered independent.  Nevertheless, the Board considers the Executive nature of his role and his participation in the employee share option scheme (with vesting targets based on time rather than Company performance) does not influence the Chairman’s independence of character and judgement within the meaning of code provision B.1.1 nor does it influence him or the Board in the proper discharge of their duties and the operation of the business of the Group.

Our non-executive team comprises Annette Barnes, Andrew Day, Peter Harkness and Murray Legg, all of whom are considered independent. Peter Harkness has served on the Board as non-executive Director since 25 June 2009.  The Board and the nominations committee have specifically considered Peter’s independence and is of the opinion that length of service is not necessarily a complete or accurate measure of a Director’s independence.  In the Board’s opinion, Peter continues to fulfil the requirements of acting as an independent director and he is an important member of the team with experience of the Group’s operations and history over his term which is a key asset in assisting the executives in delivering the Group’s strategy.