Christopher Miller, Executive Chairman
David Roper, Executive Vice-Chairman (from 9 May 2012, previously Chief Executive)
Simon Peckham, Chief Executive (from 9 May 2012, previously Chief Operating Officer)
Geoffrey Martin, Group Finance Director
David Lis, Non-executive Director
Justin Dowley, Non-executive Director
John Grant, Non-executive Director
Liz Hewitt, Non-executive Director
The Board remains committed to maintaining the high standards of corporate governance required to ensure that the Company can continue to deliver on its strategic goals and to achieve long-term success for the benefit of its shareholders.
As part of this approach, the Board supports, applies and complies with the main principles, the supporting principles and the respective related provisions of corporate governance contained in the UK Corporate Governance Code (the “UK Code”) issued and as updated by the Financial Reporting Council (the “FRC”) and available to view on the FRC’s website at: https://www.frc.org.uk/Our-Work/Codes-Standards/Corporate-governance.aspx.
In support of this commitment, the Board carried out a number of key governance activities during 2015 designed to ensure that Melrose remains compliant with the provisions of the UK Code and also to enable continuous improvement in line with best practice corporate governance guidelines.
Succession planning was an area of focus for Melrose in 2015 and a dedicated Board session was held to review the leadership needs of the Group, present and future, together with the skills and experiences needed from its Directors going forward. We recognise that succession planning is an ongoing process and is critical to maintaining an effective and high-quality board. With this in mind, a number of changes to the Board are planned during 2016. Perry Crosthwaite will be retiring from the Board at the conclusion of this year’s Annual General Meeting (AGM), to be held on 11 May 2016. Perry has held a non-executive position on the Melrose Board since 2005 and his advice and extensive financial experience have been invaluable to Melrose; we wish him every success in the future. Perry will be replaced as senior non-executive Director by John Grant, who will also continue to hold the position of Chairman of the Audit Committee. A search is underway for a new non-executive Director and a search and selection specialist has been engaged to support the recruitment process. An appointment is expected to be made during 2016.
The Directors’ Remuneration Report, comprising the Annual Report on Remuneration and the Directors’ remuneration policy, is set out on pages 64 to 81 of the 2015 Annual Report. The Directors’ remuneration policy is forward-looking and is subject to a binding vote at the AGM. Our existing remuneration policy was approved by shareholders at the 2014 AGM and would normally remain in place until the AGM in 2017. However, following the introduction of a new holding company for the Group in November 2015, we are required to seek shareholder approval for the Directors’ remuneration policy at this year’s AGM. It is important to note that no changes have been made to the remuneration policy being put to shareholders; it is wholly consistent with the remuneration policy approved in 2014, to the extent that the policy remains applicable going forwards. In addition, our remuneration philosophy remains unchanged; executive remuneration should be simple, transparent, support the delivery of the business strategy and only pay for performance.
Risk management and compliance
During 2015, the Melrose risk management framework was relaunched. The Group’s risk management strategy was updated, risk training workshops were introduced, an enhanced risk register and risk mapping and profiling application was adopted and a risk monitoring and assurance programme was implemented. Taken together, these initiatives have enhanced the Group’s effectiveness at identifying and managing risks and are promoting and embedding a more risk-aware culture across the business. Further details on the Group’s management of risk can be found on pages 28 to 35 of the 2015 Annual Report.
Melrose’s reputation for acting responsibly plays a critical role in its success as a business and its ability to generate shareholder value. We maintain high standards of ethical conduct and take a zero tolerance approach to bribery, corruption and other unethical or illegal practices. In 2015, we updated our Code of Ethics and developed a best practice compliance framework with policies covering anti-bribery and anti-corruption, anti-money laundering, competition and anti-trust, trade compliance and data privacy.
Supporting these policies is a comprehensive online training platform and an industry-leading whistleblowing reporting facility. The integrity of the compliance framework is further reinforced by the use of independent assurance and compliance audits.
Engagement with shareholders
During 2015, the Company continued its programme of engagement with major investors and the governance bodies in respect of our remuneration policy and incentive arrangements. The Board is pleased with the support and constructive feedback throughout these discussions and it is our intention to continue this programme for the foreseeable future.
Main responsibilities of the Board
- effectively manage and control the Company via a formal schedule of matters reserved for its decision;
- determine and review Company strategy and policy;
- consider acquisitions, disposals and requests for major capital expenditure;
- review trading performance;
- ensure that adequate funding and personnel are in place;
- maintain sound internal control systems;
- report to shareholders and give consideration to all other significant financial matters;
- agree Board succession plans and consider the evaluation of the Board’s performance over the preceding year;
- determine the nature and extent of the risks the Group is willing to take; and review the Group’s risk management and internal control systems;
- agree the Group’s governance framework and approve the Group governance policies.
Committees of the Board
In accordance with the provisions of the UK Code, the Board has three standing Committees: the Audit, Remuneration and Nomination Committees. Each of these includes the four independent non-executive Directors. The duties of the Committees are set out in formal terms of reference. These are available from the Company Secretary and on this website. The Company Secretary acts as Secretary to each of the Committees.
Inspection of service agreements and letters of appointment
Copies of the executive Directors' service agreements with the Company or any of its subsidiaries and copies of the letters of appointment of the non-executive Directors of the Company are available for inspection at the Company’s registered office. Please contact the Company Secretary to arrange inspection.
Visits can be arranged during normal business hours 09.00 to 17.00 (UK) (Saturdays, Sundays and public holidays excepted). The documents are also available for inspection at our Annual General Meeting each year for 15 minutes prior to and during the meeting.