Corporate Governance
The Board supports the highest standards in
corporate governance and is committed to the principles of good
governance contained in the Combined Code of Corporate Governance
(the Combined Code). The Combined Code recommends that the board of
directors of a UK public company should include a balance of
executive and non-executive directors (and in particular
non-executive directors), such that no individual or small group of
individuals can dominate the board’s decision-taking. The Combined
Code further recommends that at least half of the Board, excluding
the Chairman, should comprise Non-Executive Directors determined by
the Board to be independent and that one Non-Executive Director
should be nominated as Senior Independent Director.
The Board (excluding the Chairman) comprises
two Executive Directors and three Non-Executive Directors. For the
purposes of assessing compliance with the Combined Code, the Board
considers Stuart Doughty, Christopher Kemball, and James Newman as
Non-Executive Directors, to be independent of executive management
and free from any business or other relationship which could
interfere with the exercise of independent judgment. In accordance
with the Combined Code, Stuart Doughty has been nominated as the
Senior Independent Non-Executive Director. The Company expects that
that the Board will meet at least 10 times each year and may meet
at other times at the request of any Director.
The Board is responsible to shareholders for
the overall strategy and direction of the Group and for ensuring
that the Group’s values and standards are applied throughout the
business. The Directors have adopted a formal schedule of matters
reserved for the Board, setting out the areas upon which the Board
leads and the issues must be referred to the Board for
consideration and decision. Examples of topic covered by the
schedule are Group policies, long term objectives and strategy,
extension of the Group’s business into new business or geographic
areas, the annual business plan, acquisitions and disposals, major
capital projects, capital structure and dividend policy. The Board
has developed a strategic five-year plan for the business and this
is reviewed and updated annually. The Board has delegated a number
of matters to the Audit, Remuneration and Nominations
Committees.
The Board operates to a broadly standing
agenda, which includes consideration at each of the monthly
meetings of reports from the Executive Directors on Group
operational, financial and functional performance. The roles of
Chairman and Chief Executive are separate and having been
established in writing are clearly defined. During the year the
Chairman holds regular meetings with the Non-Executive Directors
without the other Executive Directors being present. The Chairman
is responsible for leadership of the Board and creating the
conditions for overall Board and individual Director effectiveness,
both inside and outside the Boardroom. The Chairman sets the agenda
and encourages active engagement by all Directors and ensures that
the Board as a whole and each of the Board Committees is subject to
an annual evaluation. The Chairman also ensures that there is
effective communication with shareholders. The Chief Executive is
responsible for running the Group Business. The Directors are able
to take independent professional advice at the expense of the
Company where they judge it necessary to discharge their
responsibilities. They also have access to the advice and services
of the Company Secretary and, where it is considered appropriate,
training is made available to the Directors.
The Chairman, with the assistance of the
Company Secretary ensures that the Board receives timely and
accurate information in order to enable it to perform its duties.
Management provides detailed information ahead of each Board and
Board Committee meeting. Each Executive Director is available to
the Non-Executive Directors if the latter should need clarification
or amplification on any information provided. Non-Executive
Directors are encouraged to meet with managers and make visits to
offices to update their knowledge of the business. The Company
Secretary is responsible to the Board for ensuring all Board
procedures are followed and for advising the Board on corporate
governance matters.
The way we do business
The Board has adopted policies and principles that state clearly
how Scott Wilson conducts its business. These policies set out the
governance framework of the Group and are contained in a single
publication, thereby enabling all of our employees, clients,
investors, partners suppliers and the wider community to see what
is important to us and how we operate. The publication is called
The way we do business.
Audit Committee
James Newman chairs the Audit Committee and its other members
are Stuart Doughty and Christopher Kemball. All of the members of
the Committee are independent Non-Executive Directors. James Newman
is a finance professional with current and relevant financial
experience. He is also a Chartered Accountant. The external
Auditors, the Executive Directors and members of management may be
invited to attend all or part of any meeting. The external Auditors
have unrestricted access to the Committee and its Chairman. At
least once a year the Committee meets with the Auditors without an
Executive Director or other member of management being present. The
Audit Committee is responsible for making recommendations to the
Board on the appointment of the external auditors and their
remuneration. The Audit Committee has an agenda linked to the
Group’s financial calendar and considers all matters relating to
financial controls and reporting, internal and external audits, the
scope and results of the audits, the independence and objectivity
of the auditors and keeps under review the effectiveness of the
Group’s financial controls and risk management. The Audit Committee
is scheduled to meet not less than three times a year.
Remuneration Committee
The Remuneration Committee is constituted in
accordance with the recommendations of the Combined Code. The
members of the Committee are Stuart Doughty, Geoff French,
Christopher Kemball and James Newman, who are all Non-Executive
Directors. Stuart Doughty chairs the Committee. The Committee meets
not less than twice a year. The Human Resources Director and
other senior management and external advisors may be invited to
attend meetings as the Remuneration Committee considers
appropriate. The Remuneration Committee has responsibility for
making recommendations to the Board on the Group’s policy for
remuneration of senior executives, for reviewing the performance of
Executive Directors and members of senior management, including
pension rights, any compensation payments and the implementation of
executive incentive schemes. In accordance with the Combined Code,
the Remuneration Committee will refer to independent remuneration
research and professional advice when considering its
recommendations. In accordance with the Committee’s Terms of
Reference, no individual may participate in discussion relating to
his or her own terms and conditions of service or remuneration.
Non-Executive Directors’ fees will be determined by the Chairman
and the Executive Directors.
Nominations Committee
The Nominations Committee is chaired by Geoff
French and its other members are Stuart Doughty, Christopher
Kemball and James Newman. The Committee meets not less than twice a
year. The Committee has written terms of reference and has
responsibility for considering the size, structure and composition
of the Board, Board Committee membership, succession planning and
retirements and the appointment of additional and replacement
Directors.
Executive Committee
The Executive Committee was established on 1
May 2008 under the leadership of the Chief Executive. The Executive
Committee is a formal committee of the Main Board and is charged
with supporting the Chief Executive in delivering the Group’s five
year strategic plan, annual business plans and major corporate
projects on behalf of the Board. The Executive Committee meets
monthly under the chairmanship of the Chief Executive and is
composed of representatives from the main elements of the business
but the overall size remains sufficiently compact in order for it
to be an effective driving force and decision-making forum.
