Board Committees

The Board has established Audit, Remuneration and Nomination Committees in accordance with the recommendations of the Combined Code.

Audit Committee

The Audit Committee meets at least twice a year and is made up
exclusively of independent non-executive directors. The Committee is
responsible for the functions recommended by the UK Corporate Governance Code
2012, including:

    • monitoring the integrity of the Company’s financial statements and formal
      announcements relating to its financial performance and reviewing
      significant financial reporting judgements contained in them (subject to
      the Board’s overall responsibility for reviewing and approving the annual
      directors’ report and financial statements);

 

    • reviewing the adequacy and effectiveness of the Company’s internal financial
      controls, internal control and risk management systems, fraud detection,
      regulatory compliance and whistle-blowing arrangements;

 

    • making recommendations to the Board for the approval of shareholders on the
      appointment, re-engagement or removal of the external Auditor and
      approving the Auditor’s terms of engagement and remuneration;

 

    • overseeing the Company’s relationship external Auditor, reviewing and monitoring the
       Auditor’s independence and objectivity and the effectiveness of the audit
       process, taking into consideration UK professional and regulatory
       requirements;

 

    • approvingm the annual audit plan and reviewing the Auditor’s findings and the
      effectiveness of the audit programme;

 

    • developing and implementing policy on the engagement of the external Auditor to
      supply non-audit services, taking account of relevant ethical guidance,
      and making recommendations to the Board in respect of any action or
      improvement that may be needed;

 

  • reporting to the Board on how the Committee has discharged its activities.


The Audit Committee comprises Stephen East and Nick Vetch and is chaired by Stephen East. The Committee invites executive directors and other senior executives to attend all or part of its meetings as necessary to discharge its duties.

Remuneration Committee

The Remuneration Committee comprises exclusively non-executive directors. The Committee meets at least once a year and its remit includes:

  • determining the broad policy for the remuneration of the executive directors and senior executive management;
  • considering the design of performance-related remuneration or share incentive plans for approval by the Board and shareholders, approving performance targets and determining the extent of awards to individual executive directors and senior executives;
  • determining the remuneration package of each executive director and, where appropriate, other senior executives, giving due regard to the provisions and recommendations of the Combined Code and the UKLA Listing Rules; and
  • considering and approving the directors' remuneration report for presentation to shareholders, ensuring that the regulatory requirements for disclosure of remuneration are fulfilled.

The Remuneration Committee comprises Stephen East, Nick Vetch and Grahame Whateley and is chaired by Nick Vetch. The Committee invites executive directors and other senior executives to attend all or part of its meetings as necessary to discharge its duties.

Nomination Committee

Membership of the Nomination Committee is determined by the Board. However, independent non-executive directors are always in the majority. The Nomination Committee is chaired by the senior non-executive director, Stephen East. The Committee invites other directors and senior executives to attend all or part of its meetings as necessary to discharge its duties. The Committee meets at least once a year and its remit includes:

  • reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and making recommendations to the Board with regard to any adjustments that are deemed necessary;
  • keeping under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the ability of the Company to compete effectively in the marketplace;
  • identifying the role and capabilities required for a particular appointment, having evaluated the balance of skills, knowledge and experience on the Board;
  • identifying and nominating for the approval of the Board candidates to fill Board vacancies as and when they arise;
  • reviewing the time needed to fulfil the roles of Chairman of the Company, senior independent director and non-executive director and undertake an annual performance evaluation to ensure that all members of the Board have devoted sufficient time to fulfil their duties;
  • providing a statement in the Annual Report about the Committee's activities and the process used to make appointments; and
  • making recommendations to the Board with regard to:
    • succession planning — that the processes and plans are in place with regard to both Board and senior appointments;
    • the reappointment of any non-executive director at the conclusion of his or her specified term of office, particularly when they have concluded their second three year term; and
    • any matters relating to the continuation in office as a director of any director at any time.

Executive Board

The Company also has an Executive Board which monitors the following:

  • asset management activity;
  • progress with investment programmes and specific acquisitions;
  • progress with development and refurbishment projects and potential for additional projects;
  • financial monitoring and ongoing compliance with the REIT regime;
  • health, safety and environmental issues; and
  • human resources.

These meetings are attended by the executive directors and senior operations personnel.

The Board and its committees may call on the services of the Company Secretary as well as external advisors.

Risk Assessment

The Board takes proper account of the relevant provisions of the Combined Code in formulating the systems and procedures in operation in the Group. Reporting to the Board, the Audit Committee reviews the risk profile of the business on an annual basis to identify any deficiencies in the controls operating over all aspects of the Group. The Board will require further risk assessments during the year, should the need arise. The risk assessment will incorporate a review of the Company's internal controls, taking into consideration the findings and recommendations of the Auditors.

Published : Thursday, November 14, 2013 6:08 AM

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