The Listing Rules require a company to include in its annual
report and accounts a statement of how it has applied the main
and supporting principles set out in the Code of Best Practice
(the "Code") The Listing Rules also require a company to
include a statement as to whether or not it has complied
throughout the accounting period with the Code provisions. A
company that has not complied with the Code provisions, or
complied with only some of the Code provisions or (in the case
of provisions whose requirements are of a continuing nature)
complied for only part of an accounting period, must specify the
Code provisions with which it has not complied, and (where
relevant) for what part of the period such non-compliance
continued, and give reasons for such non-compliance.
Statement of compliance
The Board considers that it has complied with the Code
throughout the year ended 31 December 2004. The Company
regularly reviews and revises its procedures, as necessary, to
take account of the requirements of the Code.
The Board
The Board met six times during the year and there is a formal
schedule of matters and levels of authority which are delegated
to the executive directors, all other matters and powers being
reserved to the Board or to its Committees.
Throughout the year the Board comprised two executive
directors and four, and at certain times of the year five, nonexecutive
directors. All the non-executive directors are
considered to be independent. Gareth Rhys Williams was a
director and the Chief Executive throughout the year. Alastair
Hewgill was the Finance Director throughout the year. During
2004 all the directors attended all the Board meetings except for
Alison Carnwath who was unable to attend the December Board
meeting.
The directors bring independent character and judgement to
bear on strategic matters, the performance of the Group, the
adequacy of resources and standards of conduct. The roles of
the Chairman (who is non-executive) and of the Chief Executive
are separate and they each have a clear written division of
responsibilities approved by the Board. David Bell is the Senior
Independent Director. Outside of Board meetings, the nonexecutive
directors maintain regular contact with each other by
telephone and usually meet prior to Board meetings. The same
pattern of contact between Board meetings is planned to
continue throughout 2005.
Directors, having notified the Chairman, are able to take
independent professional advice at the Company’s expense in
furtherance of their duties. All new directors are given an
extensive introduction to the Group, including meeting with
senior executives and visiting the Group’s principal operations
both in the UK and overseas. All directors have access to the
advice and services of the Group Company Secretary.
The papers supplied for consideration by the Board are
provided on a timely basis and include budgets, strategy papers,
reviews of the Group’s financial position and operating
performance and annual and interim reports and accounts.
Further information is supplied from time to time as and when
requested by the Board.
The Board has an Audit Committee, a Remuneration Committee
and a Nominations Committee. Each Committee has formal
terms of reference which are available by request from the
Company Secretary or can be viewed on the Company’s website.
The terms of reference and the effectiveness of the Board and
of each Committee are regularly reviewed and changes made
where necessary. During 2004, the points raised by the
members of each Committee were summarised and tabled at a
Board meeting at which they were discussed and an action plan
agreed.
Individual director performance evaluation has also taken place.
In the case of the executive directors this evaluation takes place
regularly throughout the year against achievement of specific
objectives. Evaluation of the Chairman was carried out by the
Senior Independent Director in 2003. Alison Carnwath stepped
down as Chairman at the end of October 2004. Michael Harper,
the new Chairman, had just two months in the role by the end
of the year and, therefore, only a brief evaluation of the
Chairman was carried out by the Senior Independent Director at
the end of 2004. Evaluation of each of the other non-executive
directors was carried out by the Chairman prior to her stepping
down at the end of October 2004. Each evaluation has been
carried out by using written questionnaires and has been
discussed individually with each of the relevant non-executive
directors. Similar evaluations will take place each year in the
future.