UK Corporate Governance Code

The Board is committed to the highest standards of corporate governance and monitoring a sound framework for the control and management of the business corporate governance regime. The Board intends to comply with the requirements of the UK Corporate Governance Code published in 2018 by the Financial Reporting Council. The Group will report to its Shareholders on its compliance with the UK Corporate Governance Code in accordance with the Listing Rules.

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The Board

Requirements:

  • The chairman of a company with a premium listing on the Official List should meet the independence criteria set out in the UK Corporate Governance code.
  • At least half the board of directors, excluding the chair, should be non-executive directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, the director’s judgement.
  • The Board of Directors of a company with a premium listing on the Official List should appoint one of the non-executive directors to be the Senior Independent Director to provide a sounding board for the Chairman and to serve as an intermediary for the other directors when necessary.

Membership:

  • The Chairman of the Group is Alan Smith.
  • The Board comprises two executive directors (David Knight and Chris Muir) and four non-executive directors (George Adams, Ron McMillan and Angela Luger), excluding the Chairman. The Board considers George Adams, Ron McMillan and Angela Luger to be independent non-executive directors for the purposes of the UK Corporate Governance Code.
  • Ron McMillan has been appointed as Senior Independent Director. Ron McMillan will fulfil the role of the Senior Independent Director and will be available to shareholders.

Committees

As envisaged by the UK Corporate Governance Code, the Board has established three committees: an audit committee, a nomination committee and a remuneration committee

Audit committee chaired by Ron McMillan

Nomination committee chaired by Alan Smith

Remuneration committee chaired by George Adams