Corporate governance

"The board is responsible for the long-term success of the Group; its strategy, values and governance."  Jonathan Bloomer MBE

Compliance statement

This corporate governance report, together with the reports of the audit committee, risk committee, nomination committee and the directors’ remuneration report, provides a description of how the main principles of the UK Corporate Governance Code published by the Financial Reporting Council (FRC) in April 2016 (the ‘Code’) have been applied by the Group in 2018. The Code is available on the FRC website at www.frc.org.uk.

During the year, the Group was in compliance with the relevant provisions of the Code and intends to continue to comply with the requirements of the Code, which sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders. The Group has begun working towards compliance with the new UK Corporate Governance Code published by the FRC in July 2018 (the ‘New Code’). A substantial amount of the key principals are already addressed, and for any areas where we are not already compliant, we are well progressed, and we will be fully compliant in 2019.

The board currently comprises seven members, including me, as Chair, two executive directors (Lee Rochford and Paul Cooper) and four independent non-executive directors (Iain Cornish, Lan Tu, Maria Luís Albuquerque and Andrew Fisher). The board regarded me, as Chair, as independent upon my appointment and considers that I continue to meet the independence criteria.

Iain Cornish is the Group’s senior independent director. The board is satisfied that Iain is independent in character and judgment and has skills and experience that meet the requirements of the role. The New Code recommends that at least half of the board of directors, excluding the chair, should be independent non-executive directors. The Group currently has four independent non-executive directors, excluding
me as Chair, and therefore complies with the recommendations of the New Code.

Biographical details of all the directors are set on in our Annual Report, page 50 to 51 . The New Code recommends that all directors should be subject to annual re-election, which the board adopted at the first annual general meeting in 2014 and intends to continue this at the 2019 Annual General Meeting.

Shareholder, bondholder and revolving credit facility provider engagement

The board considers that regular, active dialogue with its shareholders, bondholders and revolving credit facility providers is vital to the continued success of the Group. Further details regarding these engagements are set on in our Annual Report.

Jonathan Bloomer
Non-executive Chairman

28 February 2019 ​