Kewill is committed to the principles of corporate governance contained in the Combined Code on Corporate Governance adopted by the Financial Reporting Council (“the Code”) (which is available at www.frc.org.uk). Throughout the year ended 31 March 2010 the Company has been in compliance with the provisions set out in section 1 of the Code.
In the Annual Report each year, we provide a statement on Kewill’s compliance with the provisions of the Code, along with full details of our approach to Corporate Governance.
The Board of Directors
The Board of Directors is currently comprised of five Directors, three of whom are non-executive directors. The post of Chief Executive Officer (“CEO”) is separate from that of the Chairman. The Senior Independent Director is Richard Gawthorne. All directors are subject to election by shareholders at the first opportunity after their appointment and thereafter at intervals of no more than three years.
To see brief biographical details of each Director view the Kewill Board page.
The Board has a formal schedule of matters reserved to it. These include determining the Group’s commercial strategy, review of the performance of the Group, responsibility for monitoring exposure to key business risks, setting and approving annual budgets, determining acquisition and investment policy, and approval of major capital expenditure and development projects. All day-to-day operational matters are delegated to the CEO and executive management team subject always to the matters reserved to the Board.
Board Committees
The Board has delegated specific authority to three main committees of the Board: Audit Committee, Nomination Committee and Remuneration Committee.
The terms of reference of each of the Board Committees comply with the Code and are available to download below:
Audit Sub-committee
This committee has three independent non-executive members: Richard Gawthorne, committee chairman and senior non-executive director, George Elliott, non-executive chairman and David Garman, non-executive director.
Kewill Terms Of Reference Of Audit Sub-committee (23.15 kB)
Nomination sub-committee
This committee has four independent non-executive members: George Elliott, committee chairman and non-executive chairman, Richard Gawthorne, senior non-executive director, David Garman, non-executive director and Ron Verni non-executive director.
Kewill Terms Of Reference Of Nomination Sub-committee (20.76 kB)
Remuneration sub-committee
This committee has three independent non-executive members: David Garman, committee chairman and non-executive director, Richard Gawthorne, senior non-executive director and Ron Verni, non-executive director.
Kewill Terms Of Reference Of Renumeration Sub-committee (21.23 kB)
Anti-bribery and Corruption policy
Kewill’s Anti-bribery and Corruption policy explains the procedures through which Kewill can maintain its high ethical standards and protect its reputation against any allegations of bribery and corruption.
