Jupiter Annual Report 2010 - Jupiter Asset Management

Governance | Directors’ report
Corporate governance report
The Board is responsible for the proper management of the
Company and maintains high standards of corporate governance.
Jupiter’s shares were admitted to trading on the London
Stock Exchange on 21 June 2010. As a result, this is the Board’s
first governance report to shareholders since Listing and it
describes the corporate governance framework of the Company
and how it has developed during the year.
Since Listing, the Corporate Governance rules that applied to
the Company are contained in The Combined Code on Corporate
Governance (the ‘Code’), as adopted by the Financial Reporting
Council in 2008 (www.frc.org.uk/corporate). The Financial Services
Authority’s listing rules require the Company to set out how it
has applied the main principles of the Code and explain any noncompliance.
In May 2010, the FRC published a new code, The UK
Corporate Governance Code, which will replace the Code for financial
years beginning on or after 29 June 2010.
This report, including the reports from the Audit Committee,
Remuneration Committee and Nomination Committee, describes
how the Board has applied the principles of the Code during the year.
Statement of compliance
Since Listing, the Company has applied the main principles
and complied with the provisions of the Code, with the
following exceptions:
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The Code recommends that at least half the members of the
Board (excluding the Chairman) should comprise independent
non-executive Directors. The Board currently consists of nine
members, being three executive and six non-executive Directors,
three of whom (excluding the Chairman) are regarded as
independent. The Board do not consider Richard I. Morris, Jr.
and Michael Wilson to be independent under A.3.1 of the Code.
The Code recommends that non-executive Directors should be
appointed for specified terms. However, Richard I. Morris, Jr.
and Michael Wilson, who were both nominated by TA Associates,
Inc., have been appointed as non-executive Directors of the
Company for indefinite periods, subject to three months’ notice of
termination by either the Company or the non-executive Director.
The Code recommends that the Chairman of the Board should
not be the Chairman of the Remuneration Committee. Jamie
Dundas chairs the Remuneration Committee in addition to being
Chairman of the Board. It is the Company’s intention that
Lorraine Trainer will replace Jamie Dundas as Chairman
of the Remuneration Committee in May 2011, following the
Annual General Meeting.
The Board
Role
The Board is responsible for the leadership and success of the
Company. It provides entrepreneurial leadership within a framework
of effective controls which allows risk to be assessed and managed.
The Board has ultimate responsibility for setting the overall strategy
and long-term direction of the Company. It has a formal schedule of
matters reserved for its decision. The roles of the Chairman and Chief
Executive are separate and there is a clear division of responsibilities
between the two roles. The Chairman is primarily responsible for
leading the Board, ensuring its effectiveness and setting its agenda,
whereas the Chief Executive is responsible for the day-to-day
management of the Company’s business.
Composition
The Board is made up of nine members, comprising the Chairman,
three executive Directors and five other non-executive Directors.
The biographical details of the Directors appear in the Directors’
profiles section. Three members of the Board – Liz Airey, Lorraine
Trainer and Matteo Dante Perruccio – have been identified as
independent, as was the Chairman on appointment, for the
purposes of the Code.
Richard I. Morris, Jr. and Michael Wilson, each of whom was
nominated by TA Associates, Inc. (which held 22.3 per cent. of the
issued share capital of the Company as at 8 April 2011) are the only
non-executive Directors who do not meet the criteria of independence
set out in the Code. Liz Airey and Lorraine Trainer were appointed to
the Board as non-executive Directors on 17 May 2010 and Liz Airey
was appointed as the Senior Independent Director. Jonathan Carey,
Adrian Creedy, Anthony Nutt and Chris Parkin stepped down from the
Board on 1 June 2010.
The Board considers each of its non-executive Directors to be
independent in both character and judgement and no one individual
or group of individuals dominates the Board’s decision-making.
The non-executive Directors constructively challenge and help
develop proposals on strategy, and bring strong independent
judgement, knowledge and experience to the Board’s deliberations.
Beneath the Board there is in place a clear and appropriate
apportionment of responsibilities amongst the executive Directors
and senior managers so that the business can be effectively managed
and monitored.
Operation of the Board and
meeting attendance
The Board meets regularly during the year, as well as on an ad
hoc basis as necessary. A rolling 12-month programme of items for
discussion by the Board is prepared to ensure that all key issues and
statutory matters are considered during the year, which includes
approving the Group’s strategy and annual budget. The Board met
16 times during the year, four times since Listing.
To enable the Board to function effectively and to assist Directors
to discharge their responsibilities, a comprehensive set of papers is
provided for Board and Committee meetings. These include regular
business progress reports, budgets, financial statements and
shareholder information. In addition, non-executive Directors meet
with senior management on a regular basis. The Company Secretary
manages the provision of information to the Board, in consultation
with the Chairman and Chief Executive.
The Board requires all Directors to devote sufficient time to
their duties and to use their best endeavours to attend meetings.
Annual Report & Accounts 2010 34 Jupiter Fund Management plc