Corporate governance

The Board comprises eight directors of whom three are executive and five are non-executive. Jonathan Leslie is an Executive Chairman. The Board considers three of the non-executive directors, The Rt Hon. Earl of Balfour, Dan Kurtzer and Terry Robinson, to be independent for the purposes of the Combined Code. In accordance with the requirements of the Combined Code, Terry Robinson has been nominated as the senior non-executive director.

The Board will not therefore be fully compliant with the Combined Code on Admission as less than one half of the Board (excluding the Chairman) comprise independent non-executive directors. The Company’s operations to date have not justified the appointment of further independent non-executive directors. The Company will appoint a further independent non-executive director as soon as reasonably practicable following Admission.

In accordance with the Combined Code, the Board has established guidelines requiring specific matters to be subject to decision by the full Board of Directors, including material acquisitions and disposals, investment and capital projects. In addition, the Board has established audit, remuneration and nomination committees with formally delegated duties and responsibilities.

Audit Committee

The audit committee is chaired by Terry Robinson and its other members are Dan Kurtzer and The Rt Hon. Earl of Balfour. All of the members are non-executive directors. The audit committee will formally meet at least four times a year and senior management, including the finance director, may be invited to attend for all or part of the meetings. The external auditors of the Company will attend the meetings on a regular basis. The purpose of the audit committee is to assist the Board in discharging its corporate governance responsibilities in relation to the Company’s external auditors and to provide assurance regarding the reliability and appropriateness of the disclosure of the financial statements.

Audit Committee Terms of Reference (PDF - 94KB)

Remuneration Committee

The remuneration committee is chaired by the Rt Hon Earl of Balfour and its other members are Dan Kurtzer and Terry Robinson. The remuneration committee will meet twice each year. Other senior management and external advisers may be invited to attend meetings as the remuneration committee considers appropriate. The remuneration committee will consider all material elements of remuneration policy, remuneration and incentives of executive directors and senior employees with reference to independent remuneration research and professional advice in accordance with the Combined Code and will make recommendations to the Board on the framework for executive remuneration and its cost. The Board is then responsible for implementing the recommendations and agreeing the remuneration packages of individual Directors.

Remuneration Committee Terms of Reference (PDF - 93KB)

Nomination Committee

The nomination committee is chaired by the Rt Hon Earl of Balfour and its other members are Dan Kurtzer and Jonathan Leslie. The nomination committee will meet at least twice each year. It has responsibility for considering the size, composition and balance of the Board, retirement and appointment of additional and replacement Directors and making appropriate recommendations to the Board.

Nomination Committee Terms of Reference (PDF - 79KB)

HSSE Committee

The health, safety, social and environmental “HSSE” committee is chaired by Dan Kurtzer and its other members are Jonathan Leslie, the Rt Hon Earl of Balfour and Terry Robinson. However, other directors may be invited to attend all or part of any meeting as and when appropriate. The HSSE committee shall invite specialists with appropriate technical expertise to attend meetings of the HSSE committee on a regular basis. The HSSE committee will meet at least four times each year. It has responsibility for formulating and recommending to the Board the Group’s policy for HSSE issues as they affect the Group’s operations. The HSSE committee will also be responsible for reviewing management investigations of incidents or accidents that occur in order to assess whether policy improvements are required. The ultimate responsibility for establishing HSSE policy shall remain with the Board.

HSSE Committee Terms of Reference (PDF - 78KB)