The Board of the Company is committed to the highest standards of corporate governance and bases its actions on the principles set out in the Code issued by the Financial Reporting Council (‘FRC’) in July 2018 (the ”Code”).
The Board comprises a non-executive Chairman, Chief Executive Officer, Chief Trading Officer, Chief Operating Officer, two independent non-executive Directors and one non-executive Director who is not deemed independent. As recommended by the Code, the roles and responsibilities of the Chairman and Chief Executive Officer are separate. The Code recommends that at least half the Board (excluding the Chairman) should be non-executive directors who are independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, the director’s judgement. In the opinion of the Board, each of the Company’s three non-executive directors (including the Chairman) is independent in character and judgement.
The composition of the Board is reviewed regularly. Under the Company’s Articles of Association, all Directors must seek re-election by members at least once every three years. However, the Board has agreed that all Directors will be subject to annual election by shareholders, as recommended by the Code in respect of FTSE 350 companies. 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.
