The Board is committed to the highest standards of corporate governance and bases its actions on the principles set out in the June 2008 Combined Code on Corporate Governance published by the Financial Reporting Council. The Board currently comprises the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Asset Development Director and six non-executive directors. As recommended by the Combined Code, the roles of Chairman and Chief Executive are separate and the Chairman is independent. Philip Dayer has been appointed as the senior independent director. The role of the senior independent director is to evaluate the performance of the Chairman and address shareholders’ concerns that are not resolved through the normal channels of communication with the Chairman or the Chief Executive or in cases when such communications would be inappropriate.
The Combined Code recommends that at least half the Board (excluding the Chairman) should be non-executive directors who are independent in character and judgment and free from relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgment. The Group has four non-executive directors (in addition to the Chairman) who, in the opinion of the Board, are independent in character and judgment.
The composition of the Board will be reviewed regularly. Appropriate training and an induction programme is undertaken in respect of all directors on appointment and subsequently as necessary, taking into account existing qualifications and experience. One third of all directors are subject to election by shareholders each year.
The Board intends to meet at least five times a year. At these meetings, the Board will review the Company’s long-term strategic direction and financial plans.
In addition, the Company has adopted a code of securities dealings in relation to the Ordinary Shares, which is based on, and is no less exacting than, the Model Code published in the Listing Rules. This code will apply to Directors and other persons discharging managerial responsibilities.