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Our annual report 2019-20 includes details of our accounts and a summary of our activity and outcome...
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The Directors acknowledge the importance of the principles of corporate governance. As a non-quoted company limited by guarantee, the Company is not obliged to comply with the requirements of the Combined Code, however the Board intends to comply with its main provisions as far as reasonably practicable having regard to the size of the organisation. The Board recognises the importance to members of Corporate Governance disclosure, to this end the Company has developed a set of disclosures that it feels are consistent with the Company’s size and the constitution of the Board and intends to continue to develop these disclosures as it grows.
The Board currently comprises the following members who are also members of the following committees of the Board:
| Directors | Finance and Audit Committee | Remuneration and Nominations Committee |
| Rajesh Agrawal | ||
| Omar Ali | x | |
| Edward Braham | ||
| Miles Celic | x | x |
| Tracy Clarke | x | |
| Galina Dimitrova | ||
| Huw Evans | ||
| John Heaps | x | |
| Andrew Kail | x | |
| Sean McGovern | ||
| Catherine McGuinness | x | |
| Sarah Melvin | ||
| Mark Tucker | x | |
| Jonathan Whitehouse | ||
| Rick Watson | ||
| Robert Wigley | ||
| Sir David Wootton | x |
The Board has a formal schedule of matters reserved for its decision covering the
following areas:
For more information regarding our Board, please read our Board Charter.
The Board operates through clearly identified Board committees to which it delegates certain powers. These are the Finance, Resources and Remuneration Committee, the Audit and Risk Committee and the Nominations and Governance Committee. They are properly authorised under the constitution of the Company to take decisions and act on behalf of the Board, within the guidelines and delegations laid down by the Board in the Board Charter. The Board is kept fully informed of the work of these committees and each committee has access and support from the Company Secretary. Any issues requiring resolution are referred to the full Board. A summary of the operations of these Committees is set out below.
The Finance, Resources and Remuneration Committee’s role is to review, and challenge where necessary, the annual operating budget and management accounts of the Company. In addition, it shall review and make recommendations to the Board about the Company’s remuneration policy and specifically about the remuneration package of the CEO. The Audit and Risk Committee’s primary responsibilities are to monitor the quality of internal control, ensuring that the financial performance of the Company is properly measured and reported on, and to review reports from the Company’s auditors relating to its accounting and internal controls, in all cases having due regard to the interests of the members. Additionally this Committee reviews the key operational risks facing the Company and management plan to mitigate these risks.
The Nominations and Governance Committee leads the process for Board appointments. It vets and presents to the Board potential new Directors. All new appointees undergo a nomination process before the Board considers their appointment.
A copy of the Terms of Reference for these committees can be obtained from the Company’s website or by contacting the Company Secretary at the Company’s Offices.
In addition, the Board receives reports and recommendations from time to time on matters which it considers significant. Board meetings
The Board scheduled 5 meetings in the year ended 31 March 2020 and additional meetings were convened when required. The table below shows the attendance of Directors at regular Board meetings and at meetings of the Committees during the year.
The Board is supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties.
| Directors | Date appointed (A) or resigned (R) | Regular Board Meetings | Finance and Audit Committee |
Remuneration and Nominations Committee |
| Meetings held | 5 | 2 | 2 | |
| Rajesh Agrawal | 0 | |||
| Omar Ali | 3 | 2 | ||
| Edward Braham | (A) 21 November 2018 | 4 | ||
| Miles Celic | 5 | 2 | 2 | |
| Tracy Clarke | 1 | 2 | ||
| Galina Dimitrova | 5 | |||
| Craig Donaldson | (R) 18 September 2019 | 1* | 1* | |
| Huw Evans | 4 | |||
| John Heaps | 4 | 2 | ||
| Mark Hoban | (R) 1 July 2020 | 4 | 2 | |
| Stephen Jones | (R) 18 June 2020 | 5 | 1 | |
| Andrew Kail | 3 | 1 | ||
| Simon Lewis | (R) 20 January 2020 | 2* | ||
| Rachel Lord | (R) 20 January 2020 | 0* | ||
| John McFarlane | (R) 31 May 2020 | 1* | ||
| Sean McGovern | 3 | |||
| Catherine McGuiness | 5 | 1 | ||
| Mark Tucker | (A) 1 June 2020 | 4* | 1* | |
| Jonathan Whitehouse | 4 | |||
| Clare Woodman | (R) 18 Setember 2019 | 1* | ||
| Sir David Wootton | 5 | 1 | ||
| * For part of the year under review only | ||||
With the full support of the Board, the Chairman leads an evaluation of the performance of the Board and its Committees on a regular basis. The last review concluded that the Board and its Committees are currently effective and each Director continues to demonstrate commitment to their role.
New Directors are subject to election at the first Annual General Meeting of the Company following their appointment. In addition, a third of the Directors (excluding the Nominated Directors of the City of London Corporation and the Greater London Authority) are required to submit themselves for re-election at the Annual General Meeting of the Company. Each Director shall be entitled to be reappointed but shall not serve as a Director for more than two three-year periods.
The Board considers all the Non-Executive Directors to be independent in character and judgement. The Non-Executive Directors have provided robust independent advice and challenge throughout the year. In concluding that all its Non-Executive Directors are independent, the Company considered, inter-alia, the fact that all of the Non-Executive Directors are directors of other corporations and are unpaid.
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