The Board of Cpl Resources plc is fully dedicated to maintaining the highest standards of corporate governance. As an Enterprise Securities Market ‘ESM’ listed company, Cpl Resources Plc is not required to comply with the principles and provisions of the UK Corporate Governance Code as issued by the Financial Reporting Council in May 2010 (formerly the Combined Code). However, the Board has undertaken to comply with the UK Corporate Governance Code, as far as practicable, having regard to the size and nature of the Group.
This following report describes how the principles and provisions of the UK Corporate Governance Code have been applied.
The Group is controlled through its Board of Directors. The Board’s main roles are to create value for shareholders, to provide leadership to the Group, to approve the Group’s strategic objectives and to ensure that the necessary financial and other resources are made available to enable them to meet those objectives.
Specific responsibilities reserved to the Board include: setting Group strategy and approving an annual budget and medium-term projections; reviewing operational and financial performance; approving major acquisitions, divestments and capital expenditure; reviewing the Group’s systems of financial control and risk management; ensuring that appropriate management development and succession plans are in place; approving appointments of directors and Company secretary; approving policies relating to directors’ remuneration and the severance of directors’ contracts; and ensuring that a satisfactory dialogue takes place with shareholders.
The Board has delegated the following responsibilities to the executive management team: the development and recommendation of operational plans for consideration by the Board that reflect the longer-term objectives and priorities established by the Board; implementation of the strategies and policies of the Group as determined by the Board; monitoring the operating and financial results against plans and budgets; monitoring the quality of the investment process against objectives; prioritising the allocation of capital, technical and human resources; monitoring the composition and terms of reference of divisional management teams; and developing and implementing risk management systems.
The Board currently comprises the non-executive Chairman, four executive directors and two other non-executive directors. Each director retires by rotation every 3 years although there is no specific term of appointment set down. The Board considers all of its non-executive directors to be independent in character and judgement and each has wide ranging business skills and commercial acumen. No non-executive director.
- Has been an employee of the Group within the last five years
- Has, or has had within the last three years, a material business relationship with the Group
- Receives remuneration other than a director’s fee
- Has close family ties with any of the Group’s advisers, directors or senior employees; or
- Represents a significan shareholder.
In addition the Board has considered the tenure of the Chairman, Mr John Hennessy, and notwithstanding that he has been a director for more than nine years, considers him to be independent. At the time of his appointment as Chairman Mr Hennessy was independent of the Group and had not, at any time prior to his appointment, had a relationship with the Group that either he nor the Group regards as a material business relationship within the meaning of the UK Corporate Governance Code.
Board meetings are held at least eight times each year with agendas sent out in advance of each meeting. There is a schedule of formal matters reserved for Board approval. All directors have access to advice from the Company secretary and independent professional advisors at the Group’s expense.