Board of Directors
The board is broadly balanced with the non-executive chairman supported by two further non-executive directors and two executive directors. The board considers this is a satisfactory balance given the Company’s present stage of development. Since Alchemy Partners has sold its interest in the shares of the Company the board considers Paul Lester to be an independent director.
The board of directors meets monthly and retains full and effective control over the Group. Additional days are set aside as strategy discussion days. The agenda for each regular board meeting includes substantial reports on all aspects of the Group’s business and ad hoc reports are circulated if decisions are required between board meetings. Before each board meeting, the chairman meets with the non-executive directors alone. The board is responsible for overall Group strategy and management, acquisition and divestment policies, internal control, control of major capital expenditure projects and significant financing matters. It also approves the annual budgets and regularly reviews the progress towards achievement of those budgets. A schedule of matters specifically reserved for the board’s decision has been agreed and this is reviewed at least annually, as is the statement of the split of responsibilities between the chairman and the chief executive.
All directors are subject to election by shareholders at the first opportunity after their appointment and to re-election at regular intervals and at least every three years.
Day to day management of the Group is delegated to the management team. This comprises the Chief Executive, the Finance Director and eight senior divisional directors. On a quarterly basis, each divisional director is invited to attend the monthly Group board meeting to review trading and operational performance for their areas of responsibility.
Board Committees
The board has established a number of standing committees, each with defined terms of reference. Minutes of all committee meetings are circulated to and reviewed by the board.
The Audit Committee consists of all three non-executive directors and is chaired by Roger Lane-Smith, who is also identified as the non-executive director with recent relevant financial experience. It meets at least twice a year with the Chief Executive, Finance Director and representatives of the external auditors in attendance by invitation, as required. Its duties include the review of the interim and preliminary announcements and compliance with accounting standards, consideration of the Annual Report and Accounts before submission to the board for approval, the appointment of the external auditors, the consideration of the scope of audit and matters arising from the audit and the review of internal control procedures. All material non-audit services provided by the Company’s auditors are considered by the Audit Committee prior to their commencement: this includes a consideration of their impact on auditor independence.
The Remuneration Committee comprises Laurence Vaughan (as chairman) and Roger Lane-Smith. It determines the terms and conditions of employment for executive directors and agrees the parameters of remuneration for the senior management. It is also responsible for the operation of the Group’s various share option schemes.
The Board has also established a Nomination Committee comprising Laurence Vaughan as chairman, Simon Downing and Roger Lane-Smith. Amongst other matters, the committee is responsible for making recommendations on the appointment of additional directors and for reviewing the composition of the board and membership of board committees.
The information provided on the Investor pages of the Civica web site has been disclosed pursuant to Rule 26 of the AIM Rules for Companies.