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Constitution of the Board and of Board Committees

The Board considers that its constitution brings both independence and an appropriate balance of experience in judging matters of strategy, performance, resources, investor relations, internal control and corporate governance.

The Board will comprise of at least three Directors as follows: the non-executive chairman, one executive and one non-executive director, and will continue to reflect a blend of different experience and backgrounds. The Board will continue to consider two directors to be independent.

Each of the directors is proposed for re-election at the Annual General Meeting at least every three years. Non-executive directors who have served longer than nine years on the Board are subject to annual re-election.

A formal performance review of the Board, its committees and the directors is undertaken annually. This has been implemented in the year by way of a written questionnaire completed by all Board members.

Board committees

The Board has a Nominations Committee, a Remuneration Committee and an Audit Committee. The Remuneration and Audit Committees comprise all of the independent Non-Executive Directors. Each of these committees operates under terms of reference which have been established by the Board.