The Company is subject to the UK Corporate Governance Code (the Code), with which it complies subject to the provision detailed below.
Pursuant to the Relationship Agreement with a majority shareholder, Volcan Investments Ltd ('Volcan') and as disclosed at the time of listing on the London Stock Exchange, Volcan will be consulted on all appointments to the Board. The Nominations Committee therefore works collaboratively with Volcan with respect to recommending candidates for appointment to the Board and, to this extent, the Board appointment process differs from that set out in Code Provision B.2.1.
Details of the Company's compliance with the Code, during the preceding year, are set out in the Annual Report.
The directors of the Company are responsible to shareholders for ensuring that the Company is appropriately managed and that it achieves its objectives.
Matters not specifically reserved for the Board and its committees under its terms of reference, or for shareholders in general meeting, are currently delegated to the Executive Chairman who in turn delegates responsibility for specific operations to the members of the Executive Committee.
The Board is comprised of the Executive Chairman, five independent non-executive directors and two executive directors, whose expertise provide an invaluable perspective on the Company's business.
The biographical details of the directors can be viewed in the section on directors' profiles.
The Company complies with the Code requirement that at least half of the board, excluding the Chairman should be independent non-executive directors. At present, all the non-executive directors are independent. The non-executive directors that have served on the Board for over eight years were subject to a rigorous review of their independence.
Appointment to the Board is on the recommendation of the Nomination Committee. Under the terms of the Relationship Agreement entered into with its majority shareholder, Volcan the Company will consult Volcan on all appointments to the Board. If an appointment is made to the Board after the Company's Annual General Meeting (AGM), the director will be put forward for election by the shareholders at the next AGM following the appointment.
All directors are subject to annual re-election at the Company's AGM, in compliance with the UK Corporate Governance Code.
During the course of the year the Remuneration Committee has undertaken a full review of our remuneration structures and practices. The changes represent a significant step forward for our remuneration policies both in terms of driving sustained long-term performance, and in allignment with good governnace practices.
This year's report on remuneration comprises of two parts: the Directors' Remuneration Policy Report which sets out our policy on Directors' pay and which will be subject to a binding shareholder vote; and the Annual Report on Remuneration, which provides details of the remuneration earned by Directors in the past financial year as well as the way in which we propose to operate in the coming year, and will be subject to an advisory vote.
An internal Board evaluation process was facilitated this year by the Executive Chairman, supported by the Company Secretary. The process was carefully structured but pragmatic, designed to bring about genuine debate of issues that were relevant and assist in identifying any areas for improvement. It entailed the completion of tailored questionnaires on the performance of the Board, its committees and its Executive and Non-Executive Directors. The findings from the evaluation exercise were discussed with the Executive Chairman and reviewed by the whole Board before a set of actions were agreed.
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