The Board is responsible to shareholders for good corporate governance, setting the Company’s strategic objectives, values and standards and ensuring the necessary resources are in place to achieve the objectives.

The Board met on nine occasions during 2011, including a specific meeting to review and update the Company’s long-term strategy.

The Board of Directors comprises six members, of whom four are Non-Executive Directors and two are Executive Directors led by the Company’s part-time Non-Executive Chairman, Mr A.M. Thomson, who also chairs the Nomination Committee. The Chief Executive is Mr S.C. Harris and the Senior Independent Non-Executive Director is Mr J. Vogelsang, who also chairs the Remuneration Committee. The Board makes visits to UK and overseas facilities. Certain defined powers and issues are reserved for the Board to decide, inter alia:

  • Strategy;
  • Approval of financial statements and circulars;
  • Capital projects, acquisitions and disposals;
  • Annual budgets;
  • Directors’ appointments, service agreements, remuneration and succession planning;
  • Policies for financial statements, treasury, safety, health and environment, donations;
  • Committees’ terms of reference;
  • Board and committee chairmen and membership;
  • Investments;
  • Equity and bank financing;
  • Internal control and risk management;
  • Corporate governance;
  • Key external and internal appointments; and
  • Employee share incentives and pension arrangements.

In advance of Board meetings Directors are supplied with up-to-date information about the trading performance of each operating division and sub-division, the Group’s overall financial position and its achievement against prior year, budgets and forecasts. They are also supplied with the latest available information on safety, health and environmental and risk management issues and details of the safety and health performance of the Group, and each division, in terms of severity and frequency rates for accidents at work.

Where required, a Director may seek independent professional advice, the cost of which is reimbursed by the Company. All Directors have access to the Company Secretary and they may also address specific issues to the Senior Independent Non-Executive Director. In accordance with the Articles of Association, all newly appointed Directors and any who have not stood for re-election at the two previous Annual General Meetings, if eligible, must submit themselves for re-election. However, this has been superseded by the Directors’ decision to stand for yearly re-election. Non-Executive Directors, including the Chairman, are appointed for fixed terms not exceeding three years from the date of first election by shareholders, after which the appointment may be extended by mutual agreement. The Board also operates four committees. These are the Nomination Committee, the Remuneration Committee and the Audit Committee.

So that the necessary actions can be taken promptly, a Finance Committee, comprising the Chairman (or failing him any other Non-Executive Director), the Chief Executive and the Finance Director operates between the dates of scheduled Board meetings and is authorised to make decisions, within limits defined by the Board, in respect of certain finance, treasury, tax or investment matters.