Corporate Governance

The Directors are committed to maintaining high standards of corporate governance. This statement sets out how the Board has applied the principles of good corporate governance in its management of the business in the year ended 31 December 2016, relevant to the Group’s size and complexity. The Group is not required to follow, and does not claim compliance with, the UK Corporate Governance Code. Nevertheless, the Board is committed to high standards of corporate governance which it considers are critical to business integrity and to maintaining investors’ trust.

In applying the principle that the Board should maintain a sound system of internal control to safeguard shareholders’ investments and the Group’s assets, the Directors recognise that they have overall responsibility for ensuring that the Group maintains proper accounting records and a system of internal control to provide them with reasonable assurance regarding effective and efficient operations, internal financial control and compliance with laws and regulations. However, there are inherent limitations in any system of internal control and, accordingly, even the most effective system can provide only reasonable, and not absolute, assurance particularly against misstatement or loss.

As might be expected in a group of this size, a key control procedure during the period was the day-to-day supervision of the business by the Executive Directors.

Audit Committee

The Board has established an audit committee compromising of Michael Fletcher, Richard Logan and Janet Thornton, with Richard Logan as chairman.

Remuneration Committee

In addition, the Board has established a remuneration committee that comprises of Michael Fletcher, Mark Dickinson and Janet Thornton, with Michael Fletcher as chairman.

Nomination Committee

The Board has established a nominations committee compromising of Mark Dickinson and Richard Logan, with Mark Dickinson as chairman.