Report on Corporate Governance
Although not required to do so, the Directors have sought to embrace the principles contained in the UK Corporate Governance Code (2012), applicable to fully listed companies, in formulating and applying the Group’s corporate governance policies. Tese policies are monitored to ensure that they are appropriate to the Company’s circumstances and comply as far as possible with the provisions of the Code given the size of the Company.
Te Board operates as an effective Board in directing the activities of the Group. Te Board meets at least six times during the year and all the Directors make every effort to attend these meetings. Te Board maintains a schedule of matters which are reserved to it for decision, including acquisition policy, approval of major capital expenditure and approval of annual budgets.
Te Board consists of the Non-Executive Chairman, Peter Baker who was appointed on 1 July 2014, succeeding Martin Lightbody who stood down from the Board on 30 June 2014, two Executive Directors (John Duffy, Chief Executive and Stephen Boyd, Finance Director), and three Non-Executive Directors (Paul Monk, Edward Beale and Raymond Duignan. David Marshall who retired from the Board with effect 30 June 2014 had served as a Non-Executive Director up until that date). Consideration is given to character, judgement and business relationships when considering a Director’s independence.
Te role of the Chairman and the Chief Executive are separate. Te Chairman is responsible for running the Board and he meets regularly and separately with the Chief Executive and the other Non-Executive Directors to discuss matters for the Board.
Edward Beale is the Chief Executive of City Group Plc and David Marshall is a Director of that company. City Group Plc is a subsidiary of London Finance & Investment Group Plc, a substantial shareholder in the Company. City Group Plc provides a full company secretarial service to the Company on an outsourced basis and its fees are set out in Note 31 of the Financial Statements. Te Company is not large enough to justify the employment of a full time Company Secretary.
Board Committees Te Board has separate Audit, Nominations and Remuneration Committees.
Te Audit Committee is chaired by Raymond Duignan with Edward Beale, a chartered accountant, as the other member. Further details are given in the Audit Committee Report on page 70. Te Remuneration Committee is chaired by Raymond Duignan with Edward Beale as the other member. Further details are given in the Remuneration Committee Report on page 71.
Te Nominations Committee comprised of David Marshall up until 30 June 2014. Peter Baker now chairs the Nominations Committee and Raymond Duignan is the other member of that Committee. Te Committee’s main responsibilities include:
• Advising the Board on the appointment of Directors • Reviewing the composition and size of the Board • Evaluating the balance of skills, knowledge, experience and diversity of the Board • Making recommendations on succession planning.
Internal Controls Te Board is responsible for maintaining a sound system of internal controls to safeguard shareholders’ investment and the Group’s assets, as well as reviewing the effectiveness of those controls. Te system of internal controls is designed to manage rather than eliminate the risks of failure to achieve the Group’s objectives and can only provide reasonable, rather than absolute, assurance against material loss and mis-statement. Additional resource has been employed to review current policies and procedures and to test the systems.
Dialogue with Shareholders Te Board maintains a general policy of keeping all interested parties informed by regular announcements and update statements.
In implementing this policy the Board keeps in mind the distribution of shareholders between direct, nominee and institutional shareholders. Communications are then distributed between these groups accordingly.
Specific methods of communication are:
• Annual general and meetings • Broker briefings • Broker and analysts visits to operating sites • Letters to shareholders when appropriate • Corporate website (
www.finsburyfoods.co.uk) • One to one meetings with investors.
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