Tarsus Group plc is incorporated in Jersey. With the exception of the relevant provisions in the Companies (Jersey) Law 1991, Jersey does not have a system of corporate governance equivalent to that found in the UK.
The company, however, complies with the corporate governance requirements set out in the Financial Conduct Authority's Disclosure Rules and Transparency Rules and complies with the UK Corporate Governance Code published in September 2012 by the Financial Reporting Council (the 'Code') which is publicly available at www.frc.org.uk
A comprehensive description of the group's corporate governance arrangements, including further details on the structure of the group is set out in the group's annual report and accounts.
Annual General Meeting 2014
Further information for shareholders in relation to the Directors’ Remuneration Policy
The Directors’ Remuneration Policy Report on pages 51 to 59 of our Annual Report for the year ended 31 December 2013 sets out the policy which we intend to apply for the future if approved by shareholders at our forthcoming AGM. In response to questions as to how the Remuneration Committee might use its power to deal with payments outside the remuneration policy in exceptional and unforeseen circumstances the Company can confirm that:
- this discretion will not be used in a recruitment situation, given the existing terms and limits of the policy covering recruitment and promotion; and
- where it is used to grant a variable or performance-related award, that award will be made within the terms of the policy on incentives
Board of directors
The board is committed to maintaining high standards of corporate governance and believes that a solid corporate governance framework enables efficient and effective decision making with clear responsibilities, leading to achieving the company’s objectives and delivering long-term value to shareholders.
The board’s role and responsibilities
The board has adopted a formal schedule of matters reserved to the board, setting out those issues which must be referred to the board for decision. The principal responsibilities of the board are to direct and approve the company’s strategy, manage its portfolio of investments and manage its relationship with the investment community and other stakeholders.
The board sets annual objectives for the business in line with the current group strategy and monitors achievement of the company’s objectives through regular reports which include updates from the group managing director and group finance director on all material business matters. The board has a standing agenda of items that are regularly considered which is continually refreshed to include any topical matters that arise.
The number of meetings held each year and attendance at those meetings is set out within the annual report and accounts.
The board has several committees, which support the discharge of its duties. A description of these committees is set out below.
The remuneration committee comprises the three non-executive directors (David Gilbertson (chairman), Robert Ware and Tim Haywood) and meets at least twice a year. The board has appointed the remuneration committee to deal with matters regarding the remuneration of the chairman, the executive directors, the company secretary and certain senior managers. The remuneration of the non-executive directors is a matter for the executive directors. All members of the committee are regarded as independent by the board.
Download remuneration committee terms of reference (Adobe PDF, 23KB)
The nomination committee meets as required to deal with the recruitment of directors to the board and comprises Neville Buch (chairman), Robert Ware, David Gilbertson and Tim Haywood.
The nomination committee evaluates the balance of skills, knowledge and experience on the Board and prepares a description of the role and capabilities required for any particular appointment. It also reviews from time to time succession plans for the key executive positions within the group, including the arrangements which would apply in cases of emergency. An independent non-executive director would chair the nomination committee if it were dealing with the appointment of a successor to the chairman.
Download nomination committee terms of reference (Adobe PDF, 23KB)
The audit committee comprises the three non-executive directors (Tim Haywood (chairman), Robert Ware and David Gilbertson). All members of the audit committee are fellows of the Institute of Chartered Accountants. The terms of reference of the audit committee include the matters set out in provision C.3.2 of the Code. Amongst other duties the audit committee has primary responsibility to the board for making a recommendation as to the appointment, re-appointment or removal of the external auditors. The audit committee has also put arrangements in place, through the company secretary, for the proportionate and independent investigation of matters arising as a result of any “whistleblowing”, and for appropriate follow-up action.
Download audit committee terms of reference (Adobe PDF, 30KB)