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Compliance with the Code |
Recommendations (and importance if required) |
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Chair Current situation: Best practice · · · · “The chair should be independent of the company on appointment. “ “ The roles of chair and chief executive should not be exercised by the same individual. “A chief executive should not go on to be chair of the same company. (Provision 9 and Provision 19) |
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Board balance Current situation: Best practice At least half the board, excluding the chair, should comprise non-executive directors whom the board considers to be independent.. (Provision 11) |
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Independence of Non-executive Directors Current situation: Best practice Non-executive directors should be independent (Provision 10) |
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Nomination Committee Current situation: |
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Best practice The board should establish a nomination committee and a majority of members of the nomination committee should be independent non-executive directors. The chairman or an independent non-executive director should chair the committee (Provision 17) |
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Audit Committee Current situation: Best practice The board should establish an audit committee of independent non-executive directors with a minimum membership of three, or in the case of smaller companies two. The chair of the board should not be a member. The board should satisfy itself that at least one member of the audit committee has recent and relevant financial experience. The audit committee as a whole shall have competence relevant to the sector in which the company operates” (Provision 24) |
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Remuneration Committee Current situation: Best practice The remuneration committee should have responsibility for setting the remuneration of the chair and executive directors The board should establish a remuneration committee of independent non-executive directors with a minimum membership of three, or in the case of smaller companies two. In addition, the chair of the board can only be a member if they were independent on appointment. (Provision 32 and Provision 33) |
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