Governance

The UK Corporate Governance Code recommends that at least half the members of the board of directors (excluding the chairman) of a public limited company incorporated in England and Wales should be independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement.

The UK Corporate Governance Code also recommends that the board should appoint one of the independent non-executive directors as senior independent director and David Adams has been appointed to fill this role. The senior independent director should be available to shareholders if they have concerns which contact through the normal channels of chairman, chief executive or finance director has failed to resolve or for which contact is inappropriate.

As detailed in the announcement to the market on 13 September 2017, Graham Stapleton will join the Board as Chief Financial Officer on 15 January 2018 following the resignation of Jill McDonald as Chief Executive Officer. Jonny Mason, the current Chief Financial Officer, has been appointed interim Chief Executive Officer with effect from 22 September 2017. Therefore, the the Board is currently composed of five members, consisting of one executive director and four non-executive directors, three of whom are independent and will revert to six members once Graham Stapleton joins the Board on 15 January 2018:

Dennis MillardChairman
Jonny MasonInterim Chief Executive Officer and Chief Financial Officer
David AdamsSenior Independent Director
Claudia ArneyNon-Executive Director
Helen JonesNon-Executive Director

Accordingly, no individual or group of individuals dominates the Board's decision taking.

The board has established Nomination, Remuneration and Audit Committees, with formally delegated duties and responsibilities, and written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.