Corporate Governance

The Board of the Company is committed to the highest standards of corporate governance and bases its actions on the principles set out in the Code issued by the Financial Reporting Council.

The Board provides leadership and oversight, and its role is to ensure the long-term success of the Company by implementing the Company’s strategy and business plan, overseeing its affairs, and providing constructive challenge to management as they do this. In addition to this, the Board oversees financial matters, governance, internal controls and risk management.

The Company seeks to ensure that it always acts lawfully, ethically and with integrity. The Company has in place the following policies which the Board reviews periodically:

• Code of Business Conduct and Ethic
• Anti-Bribery Policy
• Share Dealing Code
• Disclosure Policy
• Health, Safety and Environmental policies

The Board has delegated certain responsibilities to its Committees:

• Audit Committee
• Remuneration Committee
• Nomination Committee
• Health, Safety and Environment Committee

The Board comprises an independent non-executive Chairman, a Chief Executive Officer, a non-independent director, three independent directors. As recommended by the Code, the roles and responsibilities of the Chairman and the Chief Executive Officer are separate.

The directors possess a wide range of skills, knowledge and experience relevant to the strategy of the Company, including financial, legal, governance, regulatory and industry experience as well as the ability to provide constructive challenge to the views and actions of executive management in meeting agreed strategic goals and objectives.

Under the Company’s Articles of Association, all Directors must seek re-election by members at least once every three years. However, the Board has agreed that all Directors will be subject to annual election by shareholders as recommended by the Code in respect of FTSE 350 companies. The Board intends to meet at least five times a year. At these meetings, the Board will review the Company’s long-term strategic direction and financial plans.