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Corporate Governance |
Organisational Structure |
The company is led by a board of directors which maintains control
over the company’s activities. Biographies of the current
board members can be found in the Board
of Directors section of the website.
The board meets at least six times each year and more frequently
where business needs require. The board has a schedule of matters
reserved for its decision and the requirement for board approval on
these matters is communicated widely throughout the senior
management of the group.
Appropriate briefing and training is available to directors on, and
subsequent to, their appointment. There is an agreed procedure for
directors in the furtherance of their duties to take independent
professional advice at the company's expense. Directors have direct
access to the group company secretary who is responsible for
ensuring that board procedures are followed. The directors receive
full and timely access to all relevant information.
The board comprises a chairman, two executive directors and five
non executive directors, four of whom are considered by the board
to meet the independence criteria set out in the Combined Code.
Following the interim appointment of John Napier as executive
chairman, the roles of chairman and chief executive were separated
on 2 September 2002.
Any director appointed during the year is required, under the
provisions of the company's articles of association, to retire and
seek election by shareholders at the next annual general meeting.
The articles of association of the company require each director to
be subject to re-election at intervals of no more than three years.
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