CORPORATE GOVERNANCE STATEMENT
The directors continue to embrace the principles contained in the new combined code of corporate governance issued in July 2003 as applicable to fully listed companies.
DIRECTORS
The Board of directors comprises four executive directors and two non-executive directors. The Board is structured so that no one individual or group dominates the decision-making process.
Board meetings are held at least four times a year and at other times as required to address requirements arising between these scheduled meetings.
The Board has formal schedule of matters reserved for its decision. It determines the overall Group strategy; creation, acquisition or disposal of material corporate entities or assets; public announcements, including statutory accounts, significant changes in accounting policy, capital structure and dividend policy; group remuneration policy and Board structure, composition and succession.
The Board delegates to management, through the Executive Directors, the overall performance of the Group which is conducted principally through the setting of clear objectives.
The Board has established an Audit Committee, a Remuneration Committee and Nominations Committee with duties and responsibilities.
AUDIT COMMITTEE
Lord Birdwood, D Harris
The Audit Committee is responsible for ensuring that the financial performance of the group is properly measured and reported and for reviewing reports from the auditors relating to Group accounts and the Group's internal control systems. The committee is also responsible for the development, implementation and monitoring of the Company's policy on external audit. The committee reserves oversight responsibility for monitoring the auditor's independence, objectivity and compliance with ethical and regulatory requirements. The committee also ensures that key Partners within the external auditors are rotated from time to time in accordance with UK rules.
REMUNERATION COMMITTEE
Lord Birdwood (Chairman), D Harris
The Remuneration Committee is responsible for setting the remuneration of the executive directors and the senior management and for the operation of the Company's share option schemes.
NOMINATIONS COMMITTEE
R King (Chairman), Lord Birdwood, D Harris
The Nominations Committee is responsible for considering and recommending to the Board changes in the Board's composition and membership.