Governance

The Board recognises the importance of, and is committed to, high standards of corporate governance and seeks to comply with the principles of the UK Corporate Governance Code (the “Code”) published in June 2010 by the Financial Reporting Council and updated in September 2014.

The Code recommends that the Board should include a balance of Executive and Non-Executive Directors, such that no individual or small group of individuals can unduly influence the Board’s decision taking.  It further recommends that companies outside of the FTSE 350 should have at least two independent Non-Executive Directors, and that one independent Non-Executive Director should be nominated as the Senior Independent Director.

  • Description of the responsibilities of the Board

    The Board comprises the Non-Executive Chairman, two Executive Directors and five Non-Executive Directors, three of whom are considered to be independent. Steven Underwood, who is a director of Peel Holdings, which is one of the company's major shareholders, is not independent, but it is considered that his skills and experience are pertinent to the business and he contributes to the realisation of the company's strategy. Martyn Bowes is the representative of the Pension Protection Fund (PPF) on the board, pursuant to a relationship agreement between the company and the PPF entered into on 23rd March 2015. The PPF currently holds 25% of the issued share capital of the company.  The Chairman leads, and is responsible for the running of the Board including, but not limited to, ensuring that a fixed schedule of matters is exclusively retained for the Board's review and approval, and that a framework exists to allow the clear and timely dissemination of relevant information to all Directors for such review to occur.

    The Board, through the Chief Executive and Finance Director in particular, maintain regular contact with the Company's shareholders, advisers and public relations consultants, to ensure that the Board maintains an understanding of the views of the company's major shareholders regarding the Company.

    Under the Company's Articles of Association, one third of the Directors must retire and seek re-appointment at each Annual General Meeting. However, the Board has taken a view consistent with best practice that all Directors will seek re-election each year at the Annual General Meeting.

    A Director must declare any conflict of interest and Directors may not participate in discussions or resolutions pertaining to any matter in which the Director has a material personal interest, without Board approval.

    In discharging their duties, Non-Executive Directors are provided with direct access to senior management and outside advisers and auditors. Board Committees and individual Directors may seek independent professional advice at the Company's expense in order to perform their duties in line with the Board's agreed policy.

    The Board has established Audit, Remuneration and Nomination Committees and each of these Committees has written Terms of Reference.

  • Senior Independent Director

    Lisa Clement is the company's Senior Independent Director ("SID"). The role of the SID include the following responsibilities:

    • To be available to shareholders if they have concerns which contact through the normal channels of Chairman or Chief Executive Officer has failed to resolve, or for which such contact is inappropriate
    • To attend sufficient meetings with a range of major shareholders and financial analysts to obtain a balanced understanding of the issues and concerns of such shareholders.
    • To chair the Nomination Committee when it is considering succession to the role of Chairman of the Board.
    • To meet with the Non-Executive Directors, at least annually and on such other occasions as deemed appropriate, to appraise the Chairman's performance, without the Chairman present. This evaluation takes into account the views of the Executive Directors.
  • Board Committees

    Audit Committee

    Andrew Cunningham is the Chair of the Audit Committee. The other members of the Audit Committee are Tony Donnelly and Steven Underwood. Other individuals such as the Chairman of the Board, Chief Executive and Finance Director and other Directors may be invited to attend committee meetings as and when appropriate and necessary. The terms of reference of the Audit Committee can be found here. They include consideration of matters relating to the appointment, and the independence of the Group's auditors, reviewing the integrity of the Group's annual and interim reports, preliminary results announcements and any other formal announcement relating to its financial performance. The Committee also carries out regular reviews of the Group's risk register and the effectiveness of its internal control and compliance procedures.

    Remuneration Committee

    Lisa Clement is the Chair of Remuneration Committee, the other members of the Remuneration Committee are Jonson Cox, Tony Donnelly and Steven Underwood. The terms of reference of the Remuneration Committee can be found here. They provide for it to determine and agree with the Board a policy for the remuneration of the company's Executive Directors and the Group's Executive Committee. The remuneration of Non-Executive Directors is a matter for the Chairman and the Executive Directors. No Director or manager may be involved in any decisions as to his own remuneration.

    Nomination Committee

    The Chairman is also Chair of the Nomination Committee. The other members of the Nomination Committee are Andrew Cunningham and Lisa Clement. The Chairman will not chair the committee when it deals with the appointment of a successor to the chairmanship. The Nomination Committee`s terms of reference can be found here. They are to regularly review the structure, size and composition (including the skills, knowledge and experience) required of the Board and make recommendations to the Board with regard to any changes. The Nomination Committee also considers the future of the Board, taking into account the challenges and opportunities facing Harworth Group, and the skills and expertise which will be required by the Board. The Nomination Committee also makes recommendations to the Board about the membership of the Audit and Remuneration Committees.

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