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The Board is committed to maintaining high standards of corporate governance and maintaining a sound framework for the control and management of the Group. It follows an approach that complies with provisions of the UK Corporate Governance Code dated September 2014 (the “Code”). A copy of the Code can be found at www.frc.org.uk. The Group has complied with the main provisions of the Code and the Corporate Governance Report in the Annual Report and Accounts describes how the Group has applied the relevant principles during the past year.

Board and Committee Composition

The Board consists of three Non-Executive Directors (including the Chairman) and two Executive Directors. There have not been any changes to the Board during the 2016 financial year.

Further details of the duties and activities of the board and its committees, their composition and their terms of reference can be viewed on the board and board committees sections of this website.

The Role of the Board

The Board is responsible for leading and controlling the Group and has overall authority for the management and conduct of the Group’s business, strategy and development. This includes ensuring the maintenance of a sound system of internal control and risk management (including financial, operational and compliance controls), for reviewing the overall effectiveness of systems in place and for the approval of any changes to the capital, corporate and/or management structure of the Group.

The Board delegates to management the day-to-day running of the Group within defined risk parameters. Board meetings are scheduled to coincide with key events in the corporate calendar including the interim and final results and Annual General Meeting.

Board Balance and Independence

The Code recommends that at least half the Board of Directors of UK listed companies, excluding the Chairman, should comprise 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 Directors' judgement.

The Board regards all of the Non-Executive Directors as Independent Non-Executive Directors within the meaning of the Code and free from any business or other relationship that could materially interfere with the exercise of their independent judgement. The Board believes that the current directorate considerably enhances its ability to develop the Group’s operations.

Appointment and re-election of directors

The Board can appoint any person to be a Director, either to fill a vacancy or as an addition to the existing Board provided that the total number of Directors does not exceed 10, the maximum prescribed in the Company’s Articles of Association. Any Director so appointed by the Board shall hold office only until the next Annual General Meeting and shall then be eligible for election by the shareholders.

In accordance with the Articles of Association, at every Annual General Meeting of the Company one-third of the Directors or the number nearest to but not exceeding one-third shall retire from office. The Directors to retire shall be those who have been longest in office since their last appointment or re-appointment. The Company intends to continue this practice but will review it regularly.

Remuneration policy

The Group’s remuneration policy seeks to ensure that the Company is able to attract, retain, and motivate its executives and senior management. The retention of key management and the alignment of management incentives with the creation of shareholder value are key objectives of this policy.

Board evaluation

An evaluation of the board, its committees, the directors and the chairman is undertaken each year, to assess performance. The results were collated by the Company Secretary and considered by the Chairman or, in the case of the Chairman, by the Senior Independent Director. Details of the latest effectiveness review is contained in the Annual Report and Accounts.

Board committees

Subject to those matters reserved for its decision, the Board has delegated to its Audit, Nomination and Remuneration Committees certain authorities. There are written terms of reference for each of these committees. Further details of the duties and activities of the committees, their composition and their terms of can be viewed on the board committees section of the website.

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 and various other matters. It deals with matters such as the right 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 a General Meeting held on 12 November 2013.

Download the Company’s current articles of association here. 

The Board is committed to maintaining high standards of corporate governance and maintaining a sound framework for the control and management of the Group. It follows an approach that complies with provisions of the UK Corporate Governance Code dated September 2014 (the “Code”). A copy of the Code can be found at www.frc.org.uk. The Group has complied with the main provisions of the Code and the Corporate Governance Report in the Annual Report and Accounts describes how the Group has applied the relevant principles during the past year.