Corporate governance

The Board is committed to ensuring that high standards of corporate governance are maintained by Norcros plc and is accountable to the Company’s shareholders for good corporate governance. Its policy is to manage the affairs of the Company in accordance with the principles of the UK Corporate Governance Code referred to in the Listing Rules of the UK Listing Authority. For the year under review, the Company has complied with the UK Corporate Governance Code issued in September 2014 (the Code) in all respects.

The Directors recognise the value and importance of high standards of corporate governance. The corporate governance framework which has been adopted by the Board includes terms of reference for the Audit, Nominations and Remuneration Committees, a schedule of matters reserved for the Board and a statement of the division of responsibilities between the Chairman and the Group Chief Executive of the Company.

UK Corporate Governance Code

As envisaged by the UK Corporate Governance Code, the Board has established three committees: an Audit Committee, a Nominations Committee and a Remuneration Committee. The Company complies with the UK Corporate Governance Code recommendation that the board of directors of a company the size of Norcros should include a chairman and two independent non-executive directors.

Audit Committee

The Audit Committee's role is to assist the Board with the discharge of its responsibilities in relation to internal and external audits and controls, including reviewing the Group's annual financial statements, considering the scope of the annual audit and the extent of the non-audit work undertaken by the external auditor, advising on the appointment of the external auditor and reviewing the effectiveness of the internal control systems in place within the Group. The Audit Committee will meet not less than three times a year.

The Audit Committee is chaired by David McKeith and its other members are Martin Towers and Jo Hallas. The UK Corporate Governance Code recommends that the audit committee for a company the size of Norcros is made up of at least two non-executive directors, independent in character and judgement and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in this regard. Mr Towers, a member of the Audit Committee, has recent and relevant financial experience.

Remuneration Committee

The main responsibilities of the Remuneration Committee are to:

  • determine the remuneration policy and keep it under review, including consulting with, and obtaining approval from, shareholders as appropriate;
  • implement the approved remuneration policy as regards Executive Director remuneration, benefits and incentives, including the design of, targets for and pay-out of all incentive arrangements; and
  • ensure alignment of the remuneration structure for senior executives to Executive Director remuneration policy, including approval of changes to packages.

The Remuneration Committee will also prepare an annual remuneration report to be approved by the members of the Company at the Annual General Meeting. The Remuneration Committee meets not less than twice a year. The Remuneration Committee is chaired by Jo Hallas, and its other members are Martin Towers and David McKeith.

Nominations Committee

The Nominations Committee assists the Board in determining the composition and make up of the Board. It is also responsible for periodically reviewing the Board's structure and identifying potential candidates to be appointed as Directors, as the need may arise. The Nominations Committee also determines succession plans for the Chairman and Chief Executive. The Nominations Committee will meet when appropriate. The Nominations Committee is chaired by Martin Towers and its other members are David McKeith and Jo Hallas. Nick Kelsall, as Chief Executive, will normally also attend meetings of the Nominations Committee, save where the Nominations Committee is dealing with matters relating to him or with the appointment of his successor. The UK Corporate Governance Code recommends that a majority of the Nominations Committee be non-executive directors, independent in character and judgment and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgment. The Board considers that the Company complies with the requirements of the UK Corporate Governance Code in this regard.

Share dealing code

The Company has adopted a code of securities dealings in relation to the ordinary shares which is based on, and is at least as rigorous as, the requirements of the Market Abuse Regulations. The code adopted will apply to the Directors and other relevant employees of the Group.

Audit Committee terms of reference PDF (165.1Kb)
Nominations Committee terms of reference PDF (29.4Kb)
Remuneration Committee terms of reference PDF (86.5Kb)
Corporate governance from 2017 Annual Report PDF (1.53Mb)
Remuneration Report from 2017 Annual Report PDF (1.63Mb)
Download 2017 Annual Report PDF (3.7Mb)