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Corporate Governance Report
Year ended 28 February 2011
41
Corporate Governance Report
Good corporate governance assists in the promotion of this
growth by ensuring that there is effective authority and
accountability throughout the organisation. The base that
the Group uses for this is the 2008 Combined Code issued
by the Financial Reporting Council and appended to the
Listing Rules and which sets out best practice of how a
company should be run.
The purpose of this report is to show how the Group complies
with the Code and, on the rare occasions where it does not,
explain the reason for non-compliance.
The Directors believe that the Group has complied throughout
the period with the code provisions set out in the 2008
Combined Code.
Printed copies of the Combined Code on Corporate Governance
and the UK Corporate Governance Code (applicable for financial
years commencing on or after 29 June 2010) can be obtained
free of charge from the Financial Reporting Council (FRC
Publications) by emailing customerservices@cch.co.uk or
telephone +44(0) 208 247 1264 or online at frcpublications.com.
The Board - Chairman and Chief Executive Officer
The positions of Chairman and Chief Executive Officer are held
by different individuals in order to provide segregation of roles.
The Chairman’s role is to manage the Board of Directors,
ensure that the Non-Executive Directors are committed to their
positions and are able to contribute to the management of the
Group as a whole.
The Chief Executive Officer’s role is to implement strategy laid
down by the Board of Directors and to manage the Group and
its operations.
The Board of Directors is collectively responsible for the success
of the Group.
Board Balance and Independence
The Board now consists of eight individuals six of whom
(including the Chairman) are independent Non-Executive
Directors and two are Executive Directors. Over the past year
this Board has had the appropriate balance and skill set to
advise on the Group’s growth.
It was recognised that the Board would benefit from Non-
Executive Directors who have more operational and industry
specific knowledge. On 7 March 2011, William Stobart and
David Irlam stepped down as Executive Directors, but they
have maintained key management roles within the Group.
On the same date Nick Watts and Daniel Dayan stepped
down as Non-Executive Directors. On 23 May 2011 Paul
Orchard-Lisle, Alan Kelsey and David Beever were appointed
as Non-Executive Directors.
The Non- Executive Directors offer themselves for re-election
each year. The Executive Directors offer themselves for re-
election every three years.
Senior Independent Director
Alan Kelsey is the Senior Independent Director of the Group.
Nick Watts was the Senior Independent Director until the date
of his resignation. His role is to:
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B
e available to shareholders if they have concerns which
cannot be dealt with by the Chairman, Chief Executive
Officer or Chief Financial Officer.
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Attend institutional and analyst briefings, in addition to the
Chief Executive Officer and his team.
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Meet with the Non-Executive members of the Board at
least once a year without the presence of the Chairman or
the Executive Directors in order to review the Chairman’s
performance in his role and also the Chairman’s
relationship with the Chief Executive Officer.
Company Secretary and Independent Advice
The Company Secretary’s role is to act as advisor to the Board
on matters relating to Corporate Governance and, in
conjunction with the Chairman, to ensure good information
flows between the Board, its various committees, the Non-
Executive and Executive Directors and Senior members of the
Executive Team.
The Non-Executive Directors have access to his advice and
services in addition to independent, professional advice if
required (at the Group’s expense).
Matters reserved for the Board and how it operates
In accordance with the Code, the Board has agreed a formal
schedule of matters requiring its decision. This schedule is
available on the Group’s website. In summary, those matters
reserved to the Board include:
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Strategy of the Group.
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Being alert to market and other prevalent conditions and
their potential consequence on the Group and the
environment in which it operates.
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Continuing review of Group performance against its
forecasts.
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Consideration and approval of financial results, dividend
policy and payments.
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Capital structure and any debt funding of the Group.
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Approval of financial and other commitments above those
delegated to the Executive.
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Monitoring internal control and risk management.
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Appointment of the Executive Directors on the
recommendation of the Nomination Committee.
Above all other objectives, the Board is there to ensure that the Group provides long term and sustainable
growth for its shareholders.