Corporate Governance

As the Board of Directors, we believe that good governance rests upon principles of fairness, integrity and respect for others. We believe these principles underpin the long term success of the Company, helping us to deliver our strategic and growth objectives.

Leadership

The role of the board is to provide entrepreneurial leadership of the Company, whilst maintaining good corporate governance, standards of behaviour and managing risk. The Board reviews its progress against this objective on a regular basis. The Board exercises control over the performance of each operating company within the Group, principally by monitoring performance against agreed budgetary targets.

VIEW THE BOARD OF DIRECTORS

The Board has a clearly documented schedule of matters reserved for its approval, including strategy, annual budgets, major capital expenditure, significant investments or disposals and treasury policy. In certain areas, specific responsibility is delegated to committees of the Board within defined terms of reference.

COMMITTEES

The roles of Chairman and Group Managing Director are separate and clearly define. The Chairman, Jeremy Pilkington, is responsible for the effective working of the Board and leading the development of the strategic agenda for the Group. The Chairman is also responsible for promoting a culture of openness and debate, in addition to ensuring constructive and productive relations between executive and non-executive directors. The Managing Director, Neil Stothard, has operational responsibility for the management of the Group’s business and for implementation of the strategy as agreed by the Board.

Our senior independent director, Steve Rogers, is available to Shareholders if they request a meeting or have concerns which contact through normal channels has failed to resolve.

Effectiveness

Independence
The Board considers the non-executive directors to be independent on the bases that they are not members of management and are free of any business or other relationships that could materially interfere with, or reasonably be perceived to materially interfere with, the independent exercise of their judgement.

Induction, development and support
All new directors receive a full, formal and tailored induction on joining the Board. This includes meeting with senior management and advisers and visits to the Group’s operational locations. The Board calendar is planned to ensure that directors are briefed on a wide range of topics throughout the year and are given the opportunity to visit sites and discuss aspects of the business with employees. The Board recognises the importance of continued training for the individual directors and they are encouraged to attend external seminars and briefings appropriate to their role on the Board.

To enable the Board to function effectively and assist directors to discharge their responsibilities, full and timely access is given to all relevant information. In the case of Board meetings, this consists of a comprehensive set of papers, including latest available management accounts, regular business progress reports and discussion documents regarding specific matters. In addition, senior managers are regularly invited to Board meetings and make business presentations to the Board. During Board meetings, the non-executives routinely interrogate the performance of the business and seek further information as necessary on specific topics.

Whilst the Board generally meets at the Group head office in Harrogate, some meetings are held at other Group locations giving the directors the opportunity to review the operations and to meet local management.

There is an agreed procedure for directors to take independent professional advice at the Company’s expense if deemed necessary for the correct performance of their duties. The Company Secretary, Allison Bainbridge, who is also the Group Finance Director, is available to all directors to provide advice and she is responsible for ensuring that Board procedures are followed and that all applicable rules and regulations are complied with.

Re-election
From 2015 all directors will retire at each Annual General Meeting (AGM) and may offer themselves for re-election by shareholders.

AGM Details

Relations with Shareholders

The Board actively seeks and encourages engagement with major institutional shareholders and other stakeholders. The executive directors present the Group’s interim and full year results to brokers and analysts and also meet fund managers, brokers, analysts and the media on a regular basis to discuss business strategy, results and other issues. Presentation material used in these briefings is available on this web site.

Presentations

While the non-executive directors do not ordinarily attend these meetings, they are available if required by stakeholders. Feedback from these meetings, collated by N+1 Singer and Abchurch Communications, is reviewed by the Board as a whole.

The Board encourages all shareholders to attend and ask questions at the Annual General Meeting which is attended by all directors. The Board also actively encourages communication with employees and details of this are noted in the Directors’ Report.