Corporate Governance
The Board has reviewed the Company’s corporate governance processes and policies, and has concluded that during the 53 weeks ended 29 April 2012 (the Year) the Company complied with the provisions of the Code except as set out below.
Provision B.1.1 states “The Board should state its reasons if it determines that a director is independent notwithstanding the existence of relationships or circumstances which may appear relevant to its determination, including if the director: has received or receives additional remuneration from the company apart from a director’s fee, participates in the company’s share option or a performance-related pay scheme, or is a member of the company’s pension scheme”. Keith Hellawell, the Group’s Chairman has the option to buy £5,000 worth of shares at the nominal value of £0.10 on an annual basis. Keith Hellawell exercised his option during the Year (see page 59). He has informed the Board that he will be waiving this right in the current financial year. The Board and Remuneration Committee are satisfied that the additional remuneration does not impair his independence.
Provision B.6.2 states that evaluation of the Board of FTSE 350 companies should be externally facilitated at least every three years. A statement should be made available of whether an external facilitator has any other connection with the company. As stated in the 2011 Annual Report, the Board will facilitate external evaluation every three years, the first external evaluation will take place in 2014.