Corporate governance

The Board

Board composition

The Board comprises two executive and three non-executive directors. Mr Eperjesi was appointed Chief Executive Officer on 22 February 2010, and Mr Brotherton was appointed Chief Financial Officer on 10 May 2010, and joins the Board on 28 May 2010.

Mr Pike joined the Board as non-executive chairman on 24 November 2009 and Messrs Towers and Tench joined the Board as independent non-executive directors on 19 December 2009.

Mr Eperjesi and Mr Brotherton are engaged full-time on the Company’s business and have no outside interests that conflict with their responsibilities to the Company.

All non-executive directors are independent other than as shareholders.

How the Board operates

The Board meets regularly and is responsible for strategy, performance and the framework of internal controls. The Board has a formal schedule of matters specifically reserved to it for decision. Responsibility for the day-to-day operational management of subsidary companies is delegated to the directors of those companies.

To enable the Board to discharge its duties, all directors receive appropriate and timely information. The Company Secretary distributes briefing papers to all directors in advance of Board meetings. All directors have access to the advice and services of the Company Secretary, which is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The appointment and removal of the Company Secretary is a matter for the Board as a whole. In addition, procedures are in place to enable the directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense.

Board meetings

The Board holds regular scheduled meetings, typically once per month.

Details of the number of meetings held in 2009 and attendance by Board members is set out in the 2009 Report and Accounts.

Re-election of directors

All directors are subject to re-election by the shareholders at Annual General Meetings at a maximum interval of three years. The Articles of Association provide that directors appointed by the Board will be subject to re-election at the first Annual General Meeting thereafter.

Board Committees

The Board has formed an Audit and Corporate Governance Committee, a Remuneration Committee and a Nominations Committee, each comprised of all independent, non-executive directors. The existence of the committees ensures that time is allocated on a formal basis to consider relevant issues.

Audit and Corporate Governance Committee

The Audit and Corporate Governance Committee is made up of the non-executive directors. The executive directors also attend meetings of the committee by invitation. The committee considers the appointment and fees of the external auditors and discusses the scope of the audit and its findings. The Committee is also responsible for monitoring compliance with accounting and legal requirements and for reviewing the annual and interim financial statements. The committee is chaired by Martin Towers.

The Committee also reviews any non-audit services provided by the auditors. Such services have been, and are, limited to the provision of transaction support services and some tax compliance work and tax advice. The Committee is satisfied that the provision of such services does not in any way prejudice the objectivity and independence of the auditor. Professional firms other than the auditors also provide audit and non audit services including tax compliance work and tax advice.

Remuneration Committee

The Remuneration Committee considers and approves the remuneration and benefits (if any) of the directors. The Committee also determines the remuneration of the directors and senior officers of subsidiary companies and of the service providers contracted to perform executive functions for the Group as well as long term share incentive and share option schemes for all employees. The Committee is chaired by Les Tench.

The work of the Committee is described in detail in the directors’ remuneration report in the annual report and accounts.

Nominations Committee

The Nominations Committee identifies and nominates candidates for the office of director of the Company. It meets as and when required and is chaired by Mr Pike. Mr Pike would not chair the Committee, or attend, if the Committee were to consider the appointment of a successor chairman.