Corporate Governance and Responsibility
The board is committed to the highest standards of corporate governance and maintaining a sound framework for the control and management of the business. The below information can be found in the Group’s annual report as part of the Corporate Governance Report.
Conflicts of Interests
The Companies Act 2006 (the Act) imposes a duty on Directors to avoid a situation in which they have or could have a conflict of interest or possible conflict with the interests of the Company.
The Company has adopted a policy relating to the handling by the Company of matters that represent conflicts of interest or possible conflicts of interest involving the Directors. The Board will review regularly all such matters and the Company’s handling of such matters, save that only Directors not involved in the conflict or potential conflict may participate in any discussions or authorisation process.
Directors are reminded at each Board meeting of their obligations to notify any changes in their statement of conflicts and also to declare any benefits from third parties in their capacity as a Director of the Company which might give rise to a conflict or potential conflict with the Company’s interests.
We are committed to conducting our business with honesty and integrity, and we expect all staff to maintain high standards in accordance with our Standards of Conduct policy. However, all organisations face the risk of mistakes or errors occurring from time to time, or of unknowingly harbouring illegal or unethical conduct. A culture of openness and accountability is essential in order to prevent such situations occurring and to address them when they do occur.
Previously, the Group was subject to the PSG whistle-blowing policy. During the year, a policy was developed specific to the Group which establishes an independent process for the raising of concerns both internally and to outside parties. This includes an external telephone hotline.
The Company has established a Securities Dealing Code which sets out the requirements to be followed by all restricted persons who wish to deal in the Company’s securities. The Securities Dealing Code also establishes a clear procedure to ensure that the Company complies with its obligations as a company listed on the Official List of the FCA, including requirements to disclose certain dealings in Company securities. The Securities Dealing Code is applicable to all staff.
Amendment to the Company's Articles of Association
The Company’s Articles of Association may only be amended by a special resolution of its shareholders passed at a general meeting of its shareholders.
Change of Control
The Company does not have agreements with any Director or employee that would provide compensation for loss of office or employment resulting from a change of control following a takeover bid.