Board of directors
The Board’s role is to provide entrepreneurial leadership of the Company and Group within a framework of prudent and effective controls which enable risks to be assessed and managed. The Board reviews the Group’s business model and strategic objectives and looks to ensure that the necessary financial and human resources are in place to achieve these objectives, to sustain them over the long-term and to review management performance against these objectives. The Board also sets the Company’s values and standards and manages the business in a manner to meet its obligations to shareholders and other stakeholders. The Board meets on a regular basis and there is a formal schedule of matters specifically reserved for its consideration. Biographies of the Board of Directors can be found on the Directors page.
The Remuneration Committee is constituted in accordance with the recommendations of the UK Corporate Governance Code and no member of the Remuneration Committee has any personal financial interest in the Company (other than as shareholders). The Committee is chaired by Mike Tye and Sally Cowdry, Graham Clemett and Debbie Hewitt are also members.
The Remuneration Committee makes recommendations to the Board and no Director plays a part in any discussion about his/her own remuneration. New Bridge Street (a trading name of Aon Hewitt Limited, part of Aon Corporation) is the independent adviser to the Remuneration Committee. Neither New Bridge Street nor any other part of Aon Corporation provides other services to the Company during the year.
Our Remuneration Committee terms of reference can be viewed here.
Information provided under Companies Act s.430(2B) relating to Mr Critoph can be viewed here.
Details of Barry Nightingale’s remuneration package on appointment as Chief Financial Officer can be viewed here.
Details of the grant of options made to Mr Nightingale on 1 July 2016 under the Company’s 2015 Long Term Incentive Plan can be viewed here.
Details of Andrew McCue’s remuneration package on appointment as Chief Executive Officer can be viewed here.
Details of the grant of options made to Mr McCue on 14 October 2016 under the Company’s 2015 Long Term Incentive Plan can be viewed here.
Information provided under Companies Act s.430(2B) relating to Mr Breithaupt can be viewed here.
The Nomination Committee is chaired by Debbie Hewitt. Simon Cloke, Sally Cowdry, Mike Tye and Graham Clemett are also members. There are written terms of reference for the Nomination Committee. It makes recommendations to the Board for the appointment or replacement of additional directors. It also holds responsibility for guiding succession planning for the Group.
Our Nomination Committee terms of reference can be viewed here.
The Audit Committee is appointed by the Board from the non-executive directors of the Company. The Committee is chaired by Graham Clemett. Simon Cloke and Mike Tye are also members of the Committee. The Committee regularly invites the external auditor, the chairman of the Board, the chief executive officer and the chief financial officer to its meetings. The company secretary attends the meetings and is secretary to the Committee. Discussions are held in private when appropriate.
Our Audit Committee terms of reference can be viewed here.
Articles of Association
The Articles of Association are the Company's internal rulebook and regulate the internal management of the Company setting out how decisions are made. It deals with matters such as the rights of shareholders, the appointment and removal of directors, the conduct of the board and general meetings and communications by the Company.
The Company adopted the current Articles of Association at the General Meeting held on 11 May 2011.
Our current Articles of Association can be viewed here.