The Board places great emphasis on sound corporate governance and intends to comply with the principles of the "UK Corporate Governance Code" (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 currently has four Non-executive directors and besides the Chairman, two of the Non-executive Directors are considered by the Board to be independent. Colin Goodall is Lamprell's Senior Independent Non-Executive Director and Deena Mattar is Chair of the Audit Committee. Jonathan Silver was appointed as the Chairman of the Company on 27 March 2009 and became Deputy Chairman upon the appointment of John Kennedy. He is not considered to be independent by virtue of him being a partner of one of the Company`s external legal advisers. 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.
All Directors offer themselves for re-election at each Annual General Meeting.
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 Audit, Remuneration and a Nomination Committee and each of these Committees has a written Terms of Reference.