Corporate Governance

The Board places great emphasis on sound corporate governance and intends to comply with the principles of the "Combined Code on Corporate Governance" (the "Combined Code") published by the Financial Reporting Council. The Combined 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 dominate the Board's decision taking. The Combined 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 seven Directors. Excluding the Chairman, all three of the Non-Executive Directors are considered by the Board to be independent. Colin Goodall is Lamprell's Senior Independent Non-Executive Director. Jonathan Silver was appointed as the Chairman of the Company on 27 March 2009. At least half the Board is therefore made up of Non-Executive Directors 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 public relations consultants in order to ensure that the Board develops an understanding of the views of the major shareholders regarding the Company.

Under the Company's Articles of Association, one third of the Directors must retire at each Annual General Meeting. A retiring Director may stand for re-election.

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 seek, with the Chairman's approval, independent professional advice at the Company's expense in order to perform their duties.

The Company is considered a "smaller company" as defined in the Combined Code for the purpose of the composition of Audit, Remuneration and Nomination Committees established by the Board. Each of these Committees has a written charter.

Audit Committee

The members of the Audit Committee are Richard Raynaut (Chairman), Colin Goodall and Brian Fredrick. Others may be co-opted onto the Committee by the Committee members. The terms of reference of the Audit Committee include consideration of matters relating to the appointment of Lamprell's auditors and the independence of Lamprell's auditors, reviewing the integrity of Lamprell's annual and interim reports, preliminary results announcements and any other formal announcement relating to its financial performance. The Committee also reviews the effectiveness of Lamprell's system of internal control and compliance procedures.

View the terms of reference of the Audit Committee PDF here

View the policy on external auditor independence PDF here

Remuneration Committee

The members of the Remuneration Committee are Brian Fredrick (Chairman), Colin Goodall and Richard Raynaut. The terms of reference of the Remuneration Committee provide for it to determine and agree with the Board the framework or broad policy for the remuneration of Lamprell's Chairman, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, any other Executive Directors, the Company Secretary and such other members of the executive management as it is designated to consider. The remuneration of Non-Executive Directors is a matter for the Chairman and the Executive Directors. No Director or manager may be involved in any decisions as to his own remuneration.

View the terms of reference of the Remuneration Committee PDF here

Nomination Committee

The members of the Nomination Committee are Colin Goodall (Chairman), Richard Raynaut and Brian Fredrick. The Nomination Committee's terms of reference are to review regularly the structure, size and composition (including the skills, knowledge and experience) required of the Board compared to its current position and make its recommendations to the Board with regard to any changes. The Nomination Committee also considers future considerations of the composition of the Board, taking into account the challenges and opportunities facing Lamprell, and what skills and expertise are needed on the Board. The Nomination Committee also makes recommendations to the Board about the membership of the Audit and Remuneration Committees.

View the terms of reference of the Nomination Committee PDF here

Related links

• Company Profile
• Board of Directors