Corporate Governance Principles
Role of the Board
The board is responsible for the leadership of the Company. There is a formal schedule of matters reserved by the Board for decision. This includes the approval of:
- The financial statements
- Business/strategic plans
- Budgets and forecasts
- Capital budgets and expenditure
- Any transactions that materially impact the Group’s economic interests
- Board appointments and removals
- Directors’ remuneration
- The terms of reference and membership of NTR plc Board Committees
- The appointment of auditors
The Board has delegated responsibility for the management of the Group, through the Chief Executive, to executive management. The roles of Chairman and Chief Executive are not combined and there is a clear division of responsibilities between them, which is set out in writing and has been approved by the Board. The Chief Executive is accountable to the Board for all authority delegated to executive management.
The Board has also delegated some of its responsibilities to Committees of the Board.
Board of Directors
Directors are appointed to the Board through a formal process and newly appointed Directors are approved by a Nominations Committee. All new Directors offer themselves for election by shareholders at the first Annual General Meeting following their appointment. On appointment, each Director receives training, as appropriate. All Directors have access to the advice and services of the Company Secretary. The Company offers major shareholders the opportunity to meet new non-executive Directors. The non-executive Directors are appointed for specific terms. All Directors are required to stand for re-election every three years.
A procedure is in place whereby the Directors may, in furtherance of their duties, take independent professional advice, if necessary, at the Group’s expense.
The Group has a policy in place which indemnifies the Directors in respect of legal action taken against them.
As at 8 June 2011, the Board of Directors comprised two executive and five non-executive Directors. With the exception of Tom Roche and Donal Tierney, the non-executive Directors were considered independent. Tom Roche, a non-executive Director, chairs the Board and Brian Kearney is the Senior Independent Director. Brian Kearney is available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Finance Director.
Given the number of independent non-executive Directors serving in the year ended 31 March 2011, it was not possible to populate the committees in accordance with the Combined Code. To enable them to perform their duties, all Directors have full and timely access to all relevant information. It is the opinion of the Board that, between them, the Directors have the range of skills, knowledge and experience required to lead the Company. All Directors bring independent judgement to bear in respect of all matters.
The Board meets regularly throughout the year. Prior to each meeting, all Directors are supplied with a full set of management accounts together with a report from the Chief Executive outlining key aspects of the Group’s performance.
The letters of appointment of non-executive Directors can be inspected at the registered office of the Company or prior to the Annual General Meeting.