The Board places great emphasis on sound corporate governance and intends to comply with the principles of the "UK Corporate Governance Code 2012" (the "Code") published by the Financial Reporting Council.
The Code recommends that the Board should include a balance of Executive and Non-Executive Directors (and, in particular, independent Non-Executive Directors), such that no individual or small group of individuals can unduly influence or dominate the Board's decision making. The Code further recommends that at least half of the Board, excluding the Chairman, should comprise Non-Executive Directors determined by the Board to be independent, and that one Non-Executive Director should be nominated as the Senior Independent Non-Executive Director. Lamprell complies with these requirements.
Lamprell currently has four Non-Executive directors as well as the Chairman, and three of the Non-Executive Directors are considered by the Board to be independent. John Kennedy is the Non-Executive Chairman and he was independent on the date of his appointment on 15 June 2012. Michael Press is Lamprell's Senior Independent Non-Executive Director and Chair of the Remuneration Committee. Ellis Armstrong is Chair of the Audit & Risk Committee and John Malcolm is the Chair of the Nomination & Governance Committee. Peter Whitbread is the final Non-Executive Director but he is not considered to be independent by virtue of him having been an Executive Director until mid-2013. Nevertheless, at least half the Board is therefore made up of Non-Executive Directors who are considered by the Board to be independent.
Description of the responsibilities of the members of the Company's Board of Directors
The Board takes ultimate responsibility for the welfare of the Company by guiding and monitoring the Company's business affairs. The Board meets regularly throughout the year (at least six times). The Board is responsible for formulating, reviewing and approving the Company's strategy, financial activities and operating performance. The day to day management of the Company's resources is delegated to a senior management team, under the leadership of the Chief Executive Officer, facilitating prompt decision making.
The Board, through the Chairman and Executive Directors in particular, maintains regular contact with the Company's advisors and financial public relations consultants in order to ensure that the Board develops an understanding of the views of shareholders.
A Director must declare any conflict of interest and Directors may not participate in discussions or resolutions pertaining to any matter in which the Director has a material personal interest without Board approval.
In discharging their duties, Non-Executive Directors are provided with direct access to senior management and outside advisors and auditors. Board Committees and individual Directors may, with the Chairman's approval, seek independent professional advice at the Company's expense in order to perform their duties.
The Board has established three principal Committees, namely the Audit & Risk, Remuneration and Nomination & Governance Committees and each of these Committees has a written Terms of Reference which is available for viewing on this website.