In this section
Governance
The Board and Board Committees
The Chairman is Richard Jewson.
The Board considers the Non-executive Directors (including the Chairman) to be independent for the purposes of the UK Code.
David Moore is a partner in Ozannes, Advocates and Notaries Public. Ozannes provide independent Guernsey legal advice to the Group. Total legal fees paid to Ozannes in the year ended 31 December 2009 amounted to £58,070 (2008: £283,394). Mr Moore refrains from participation in and voting on any board resolutions concerning the appointment or remuneration of Ozannes. The other members of the Board consider that Mr Moore has conducted himself and carried out his duties in relation to the Company in a manner consistent with, and demonstrative of, his independence. The Board considers, therefore, Mr Moore to be independent for the purposes of the UK Code.
The full Board meets six times a year to consider general matters affecting the Company and otherwise as required. Committee meetings comprising any two or more Directors (not for the time being situated in the UK) meet on an ad hoc basis to consider transactional and related matters concerning the Company’s business.
The Board has appointed an Audit Committee which is responsible for ensuring that the financial performance of the Group is properly reported on and monitored. The Audit Committee reviews the annual and interim accounts, results, announcements, internal control systems and risk management, accounting policies of the Group and the continuing appointment of the auditors. The Audit Committee comprises Richard Jewson, David Moore, Christopher Sherwell and Stephen Coe, who is Chairman. The Audit Committee meets at least twice a year.
The Board has appointed a Nominations Committee comprising Anton Bilton, Christopher Sherwell and Richard Jewson, who is Chairman. Changes in the membership of the Board are considered by the Nominations Committee prior to making recommendations to the full Board.
The Board has appointed a Remuneration Committee comprising Stephen Coe, Richard Jewson and Christopher Sherwell, who is Chairman. The Remuneration Committee will meet at least once a year to review the performance of executive directors, to recommend their remuneration and other benefit packages. The fees of the Non-executive directors are determined by the executive directors.
Nominations Committee Terms of Reference
Renumerations committee Terms of Reference
Audit Committee Terms of Reference
Investor relations
The Board welcomes correspondence from shareholders, addressed to the Company's registered office. All shareholders have the opportunity to put questions to the Board at the Annual General Meeting. The Board hopes that as many shareholders as possible will be able to attend the meeting.
The Board believes that sustainable financial performance and delivering on the objectives of the Company are indispensable measures in order to build trust with the Company's shareholders.
To promote a clear understanding of the Company, its objectives and financial results the Board aims to ensure that information relating to the Company is disclosed in a timely manner and in a format suitable to the shareholders of the Company.