Corporate Governance
(CON TINUE D)
The Executive Chairman facilitates the effective contribution
of Non-executive Directors and constructive relations between
Executive and Non-executive Directors, ensuring Directors
receive accurate, timely and clear information. The Executive
Chairman gives feedback to the Board on issues raised by
major shareholders.
The Board evaluates its own effectiveness on an annual basis
by measuring performance against a standard set of objectives
assessed by each member of the Board.
The Board delegates the day to day responsibility for managing
the Group to the Executive Chairman who is accountable
to the Board for the financial and operational performance of
the Group.
The Group regarded J. Hills and B.M. Riley as independent
Non-executive Directors during the year ended 31 December
2010. Since the appointment of Mr. Reade as Executive
Chairman, he ceased to be regarded as independent. The
Independent Directors constructively challenge and help
develop proposals on strategy, and bring strong independent
judgment, knowledge and experience to the Board's deliberations.
The Independent Directors are of sufficient calibre
and number that their views carry significant weight in the
Board's decision making. B.M. Riley is the Senior Independent
Director. As Senior Independent Director, he is available to
shareholders if they have concerns where contact through the
normal channels of Executive Chairman or Chief Financial
Officer has failed to resolve matters or for which such contact
would be inappropriate.
The Board has five regularly scheduled meetings annually with
additional meetings to discuss strategy and other pertinent
issues organized as necessary during the year.
Prior to each meeting the Board members receive copies of
the management accounts and are furnished with information
in a form and quality appropriate for it to discharge its
duties concerning the state of the business and performance
compared to plan. All Directors have access to the services
of the Group Secretary and may take independent professional
advice at the Group's expense in the furtherance of
their duties.
The Non-executive Directors meet after each Board meeting
without the Executive Chairman being present.
The attendance of individual Directors at Board meetings during
the year is set out in the table below:
Number of
Meetings
Meetings
Attended
G.N. Vernon 5 5
K.E. Bigsby 9 9
A.J. Reade 14 14
B.M. Riley 14 14
K.D. Noonan 8 8
J. Hills 6 6
P. Regan 14 13
At the forthcoming Annual General Meeting Mr. Hills will offer
himself for election as a director for a term of three years in
accordance with the provisions of the Company's Certificate
of Incorporation..
Board Committ ees
The Remuneration Committee is responsible for establishing
and monitoring appropriate levels of remuneration and individual
remuneration packages for Executive Directors. No
Director is involved in deciding his own remuneration. The
report of the Remuneration Committee is set out on pages 23
to 27.
The attendance of individual Directors at Remuneration Committee
meetings during the year is set out in the table below:
Number of
Meetings
Meetings
Attended
J. Hills 2 2
B.M. Riley 2 2
The Group has an Audit Committee, whose responsibilities
include reviewing the scope of the audit and audit procedures,
the format and content of the audited financial statements
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