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Combined Code paragraph
Comment
Page
The Remuneration Committee should set remuneration for all executives. The Remuneration Committee should recommend and monitor the level and structure of remuneration for senior management.
B.2.2
Compliant
51-56
The Board should determine the remuneration of the Non-Executive Directors.
B.2.3
Compliant
55
Shareholders should be invited specifically to approve all new long-term incentive schemes and significant changes to existing schemes.
B.2.4
Compliant
53
The Directors should explain in the annual report their responsibility for preparing accounts and a statement, by the auditor about their reporting responsibilities.
C.1.1
Compliant
65 & 67
The Directors should report that the business is a going concern.
C.1.2
Compliant
65
The Board should conduct at least annually, a review of the effectiveness of the Group’s system of internal controls and should report to shareholders that they have done so.
C.2.1
Compliant
51 & 58
The Board should establish an Audit Committee with at least three members who should all be Independent Non-Executive Directors. At least one member of the Audit Committee should have recent and relevant financial experience.
C.3.1
Non- Compliant
**
The role and responsibility of the Audit Committee should be set out in written terms of reference.This should be disclosed in the annual report.
C.3.2/C.3.3
Compliant
57-58
The Audit Committee should review arrangements by which staff of the Company may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters.
C.3.4
Compliant
57
The Audit Committee should consider annually whether there is a need for an internal audit function and make a recommendation to the Board.
C.3.5
Compliant
58
The Audit Committee should have primary responsibility for making a recommendation on the appointment, reappointment or removal of the external auditors.
C.3.6
Compliant
57
If the Board does not accept the Audit Committee’s recommendation it should include in its annual report a statement explaining why the Board take a different position.
C.3.6
Compliant
N/A
The annual report should explain to shareholders how independence is safeguarded if the auditor provides non audit services.
C.3.7
Compliant
57
The Chairman should ensure that the views of the shareholders are disclosed to the Board as a whole.The Chairman is available to discuss governance and strategy with the shareholders.The Senior Independent Director should attend sufficient meetings with a range of major shareholders in order to develop a balanced understanding of the issues and concerns of the shareholders.
D.1.1
Compliant
27
The Board should state in their annual report the steps they have taken to ensure Board members develop an understanding of the views of major shareholders about their Company.
D.1.2
Compliant
27
The Company should propose a separate resolution at the AGM on each substantially separate issue and should in particular propose a resolution at the AGM relating to the report and accounts.
D.2.1
Compliant
Notice of Meeting
The Company should count all proxy votes and indicate the level of proxies lodged on each resolution, and the balance for and against the resolution and the number of abstentions. The Company should ensure that votes cast are properly received and recorded.
D.2.2
Compliant
Chairmen of the Audit, Remuneration and Nomination Committees should attend the AGM in order to be available to answer questions.
D.2.3
Compliant
27
The Company should arrange for the Notice of AGM and related papers to be sent to shareholders at least 20 working days before the meeting.
D.2.4
Compliant

** The Group currently has 3 Non-Executive Directors apart from the Chairman. No Executive Director sits on all of the 3 major committees (audit, remuneration and nomination). In addition the Chairman does not sit on either the audit or remuneration committees. As a result of this it is only practical for 2 Non-Executive Directors to sit on these committees.