The Board
The Board is committed to high standards of corporate governance.Please see the Board members biographies in the Investor Information section.
The Board Composition
The Board consists of three executive directors, a non-executive chairman and two non-executive directors. All directors are reappointed at least every three years by voting of the shareholders at the Annual General Meeting. The non-executive chairman and non-executive directors are considered by the Board to be independent in character and judgement and to be free from any business or other relationship or circumstance that could impact such independence.
The Board structure creates a balance such that no individual or small group of individuals can dominate decision making
The Board has reserved specific responsibilities to itself including: setting strategy and approving annual budgets; reviewing financial and operational performance; approving policies for controls and risk management; approving major capital expenditure, disposals and major business development; reviewing the health & safety policy and performance of the Group; approving patent abandonment; approving appointments to the Board and the position of Company Secretary; approving policies relating to directors’ remuneration and the severance of directors’ contracts; and the processes to ensure that an appropriate and constructive dialogue takes place with shareholders.
The Board’s Professional Development
The Company ensures that adequate time and financial resources are available for directors to attend appropriate training. The Directors have direct access to the Company Secretary or, if required, independent professional advice at the Company’s expense to be informed on all governance and other matters of importance to their Board responsibilities.
The Board is also supplied with appropriate financial, operational and other information in advance to meetings to enable them to be run smoothly and be effective.
Performance Evaluation
The Board’s evaluation of the individual performance of its directors, as well as the effectiveness of the Board as a whole, follows a process of a confidential questionnaire to each of the directors. This is supplemented by individual meetings with the Chairman where development actions may be discussed; the results are fed back individually and to the Board or Nominations Committee as appropriate. In addition, the performance of executive directors is appraised according to agreed objectives and performance in relation to annual budgets and the business plan. The Chief’s Executive’s performance is appraised by the Chairman and other executives are appraised by the Chief Executive.
Relations with Shareholders
The Chief Executive and Finance Director are the principal points of contact for shareholders. David MacKay as Senior Independent Director is available to shareholders where normal channels of communication may not be appropriate. The Company gives high priority to communications with shareholders by means of an active investor relations programme, which includes a rolling programme of meetings with institutions, private investor intermediaries and the Torotrak Private Shareholders Association. .
