Governance
The Directors support high standards of corporate governance. The Directors intend to comply with the Principles of Good Governance and Code of Best Practice set out in the Combined Code so far as is practical for a company of SPI’s size.
The Board has established an audit committee, a remuneration committee and a nomination committee. The Company expects that the Board will meet on a monthly basis and may meet at other times at the request of any Director.
Audit Committee
The audit committee is chaired by Graham Meek and its other member is Peter Schultz. Only non-executive Directors may serve on the committee. It will normally meet not less than three times in each financial year and will meet the auditors at least twice a year without the executive Directors being present. The audit committee is responsible for making recommendations to the Board on the appointment of the external auditors and their remuneration. The audit committee will consider the nature, scope and results of the auditors’ work and will review (and reserves the right to approve) any non-audit services that are to be provided by the external auditors. It receives and reviews reports from management and the Group’s auditors relating to the Group’s annual report and accounts. The audit committee focuses particularly on compliance with legal requirements and accounting standards, ensuring that an effective system of internal financial and non-financial controls is maintained. The ultimate responsibility for reviewing and approving the annual report and accounts remains with the Board.
Remuneration Committee
The remuneration committee is chaired by Peter Schultz and its other member is Graham Meek. Only non-executive Directors may serve on this committee. The remuneration committee, which will normally meet at least twice in each financial year, is responsible for making recommendations to the Board on the Company’s policy on the remuneration of senior executives, for reviewing the performance of executive directors and senior management and for determining, within agreed terms of reference, specific remuneration packages for each of the executive Directors and members of senior management, including pension rights, any compensation payments and the implementation of executive incentive schemes. In accordance with the remuneration committee’s terms of reference, no director may participate in discussions relating to their own terms and conditions of service or remuneration.
Nomination Committee
The nomination committee is chaired by Graham Meek and its other members are Peter Schultz and David Parker. A majority of the members of this committee shall be non-executive Directors and the chairman of the committee shall be a non-executive Director. The nomination committee, which will normally meet not less than twice in each financial year, has responsibility for considering the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and will make appropriate recommendations to the Board.
The identities of each of the chairmen of the committees referred to above will be reviewed on an annual basis. The membership of these committees and their terms of reference will be kept under review.
Page last up-dated: 9 November 2007