Corporate Governance

The UK Corporate Governance Code

With the exception of the relevant provisions in the Companies (Jersey) Law 1991 (as amended) 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 Services Authority’s Disclosure Rules and Transparency Rules and seeks to apply the main principles set out in the UK Corporate Governance Code published in June 2010 by the Financial Reporting Council (the ‘Code’) which is publicly available at www.frc.org.uk.

Remuneration Committee

The Remuneration Committee comprises the three non-executive directors (Robert Ware (Chairman), Hugh Scrimgeour and Paul Keenan) 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)

Nomination Committee

The Nomination Committee meets as required to deal with the recruitment of directors to the Board and comprises Neville Buch (Chairman), Robert Ware, Hugh Scrimgeour and Paul Keenan.

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)

Audit Committee

The Audit Committee comprises the three non-executive directors (Hugh Scrimgeour (Chairman), Robert Ware and Paul Keenan). 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)