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.