Our approach and commitment to corporate governance is essential to the delivery of our strategic priorities, support of sustainable growth and protection of shareholder value.

We set out in this section our approach and commitment to corporate governance which we consider to be essential to the delivery of our strategic priorities, support of sustainable growth and protection of shareholder value. We seek by way of our Annual Report to explain how, through the membership and work of the Board and its Committees, the approach to ensuring Board members have an appropriate understanding of the business and how the Board considers its effectiveness, your Company is directed and controlled. The report also explains the executive direction and control and our corporate governance structures and procedures which continue to change in response to changes in the rules that are in place at any point in time to ensure that they continue to be robust.

The 2014 UK Corporate Governance Code (the ‘Code’), which sets out guidance in the form of principles and provisions on how companies should be directed and controlled to follow good governance practice, has applied throughout the year and I am pleased to confirm that the Board considers it has complied, as applicable, with the main principles of the Code. The Code is available on the Financial Reporting Council’s website (www.frc.org.uk).

Together with the reports from each of the Nominations, Remuneration and Audit Committees, our Annual Report provides an overview of our key governance activities and practices during the period.

We consider that our Board has the diversity and mix of skills, experience, independence and knowledge required in order for the Company to be able to discharge its responsibilities successfully. Our Board evaluation this year was through an internal review process, further details of which are included in the Corporate Governance Report in our Annual Report. The Board is focused on the need to review and continue to develop its effectiveness, in order to support the Company in its ambitions. Profiles of each Director, together with information on their experience relevant to the Company, are set out in the Board of Directors & Senior Management Team section of our Annual Report.

The Nominations Committee considered changes to the composition of the Board following the resignation of Tony Brewer on 14 September 2016. Steve Wilson, Group Finance Director, was appointed his successor as Chief Executive and Tony Judge, Commercial Director, will be appointed to the Board as Chief Operating Officer with effect from 31 March 2017. We are advanced with our search for a Chief Financial Officer. In addition we plan to recruit a further Non-Executive Director.

Further details on the Board’s composition are given in the Board of Directors & Senior Management Team section of our Annual Report.

The basis on which the Company generates and preserves value over the longer term and the strategy for delivering the objectives of the Company are to be found in the Strategic Report section of our Annual Report.

During the year, the Remuneration Committee has been focused on the review of the remuneration policy, last put to Shareholders at the 2014 AGM. The Committee believes that the majority of the current remuneration framework continues to be effective in supporting the delivery of our strategic objectives; however, changes are recommended to the policy in respect of long-term share awards to ensure it is aligned with best practice and provides sufficient flexibility to support succession planning and potential changes to business needs over the coming three years. The revised policy is discussed in detail in the Remuneration Committee’s Report in our Annual Report and will be presented to Shareholders at the 2017 AGM.

The Audit Committee has focused on the development of the audit strategy and internal controls following the appointment of PwC as successor to KPMG after conducting a full tender of the external audit.

Further details are provided in the Audit Committee Report in our Annual Report.

Dick Peters signature

Dick Peters
Chairman
7 March 2017