Corporate Governance
Committee
In order to manage effectively the Group’s
structure and organisation during a time
when expectations about the nature and
standards of Corporate Governance have
been changing significantly and rapidly, RPS
has established a Corporate Governance
Committee.This comprises the Chairman,
Chief Executive and Company Secretary;
other Directors are consulted as
necessary.The Committee reviews issues
as they arise and is also responsible for
keeping the Board appraised about the
implications in respect of changes to the
Combined Code.The work of the
Corporate Governance Committee is,
therefore, reflected into the Audit,
Nomination and Remuneration
Committees as well as the structure,
composition and operation of the Group
Board, including the production of the
policies described in the Corporate
Responsibility Report (pages 24 to 27).
Combined Code
In the opinion of the Board the Chairman
and all the other Non-Executive Directors
are independent from the Group.The
Board is accountable to the Company’s
shareholders for good governance and the
statement set out below describes how
the principles identified in the Combined
Code already referred to above are
applied by the Company.The Corporate
Governance Committee has reviewed
RPS’ performance against the
recommendations in the Code. In
summary the position is as follows:
Combined
Code
paragraph |
Comment |
Page |
|
| The Board should meet regularly to discharge its duties.There should be a formal schedule of matters specifically reserved for its decision.The annual report should include a statement of how the Board operates, including a high level statement of which types of decisions are to be taken by the Board and which are delegated to management. | A.1.1 |
Compliant |
36/37 |
| The Annual Report should identify the Chairman, Chief Executive, Senior Director and Chairman and Independent Non-Executive members of Nomination, Audit and Remuneration Committees. It should also set out the number of meetings held and individual attendance. | A.1.2 |
Compliant |
47 |
| The Chairman should hold meetings with Non-Executive Directors without the Executives present. Led by the Senior Independent Non-Executive Director, the Non-Executive Directors should meet without the Chairman present at least annually to appraise the Chairman’s performance. | A.1.3 |
Compliant |
37 |
| Where Directors have concerns which cannot be resolved about the running of the Company or a proposed action these concerns should be recorded in the Board minutes. On resignation these concerns should be provided in a written statement to the Chairman for circulation to the Board. | A.1.4 |
Compliant |
37 |
| The Company should arrange appropriate insurance cover in respect of legal action against Directors. | A.1.5 |
Compliant |
37 |
| The roles of the Chairman and Chief Executive should be split. The division of responsibilities between the Chairman and Chief Executive should be clearly established, set out in writing and agreed by the Board. | A.2.1 |
Compliant |
37 |
| The Chairman on appointment should be independent. | A.2.2 |
Compliant |
36 |
| The Board should identify in the annual report each Non-Executive Director it considers to be independent. | A.3.1 |
Compliant |
38-47 |
| At least half the board, excluding the Chairman, should comprise Non-Executive Directors determined by the board to be independent. | A.3.2 |
Non-Compliant |
* |
* Until RPS joined the FTSE250 on 28 July 2006 it was required to have only 2 Independent Non-Executive Directors. Upon joining the FTSE250 the requirement went up to 5 Non-Executives as there are 5 Executives on the Board. Currently RPS has 3 Independent Non-Executives.The Board has undertaken a recruitment process during the course of 2007 to find a suitable additional Non-Executive and is hoping to announce an appointment shortly.