Chemring Group PLC |Annual Report and Accounts 2012

51
Nomination Committee
Mr P Hickson (Chairman)
Mr I Much
Air Marshal Sir Peter Norriss
Mr Hickson is Chairman of the Nomination Committee but, in
accordance with the Committee’s terms of reference, is not
permitted to chair meetings when the Committee is dealing
with the appointment of his successor. As referred to above, the
Committee’s terms of reference are available on the Company’s
website.
With regards to the recruitment and appointment of new executive
directors during 2012, the Board considered the specific knowledge
and expertise which was required to lead the Group through the
next stage of its development, and provided a brief to external
search agents based upon its conclusions. The search agents
put forward a short list of candidates for the Chairman and the
non-executive directors to interview, prior to making formal
offers of appointment.
The Board supports the principles set out in Lord Davies’ Review
into Women on Boards published in February 2011, as reflected by
the fact that the Board now has two female members. The Board
also recognises the importance of promoting diversity across
the Group, and remains committed to a minimum of at least 25%
female representation on the Board.
Remuneration Committee
Mr I Much (Chairman)
The Rt Hon Lord Freeman
Mr P Hickson
Mrs V Murray
Air Marshal Sir Peter Norriss
The Remuneration Committee met six times during the year.
Further details on the Committee and the Company’s policy on
directors’ remuneration and long term incentive schemes are
included within the directors’ remuneration report.
Executive Committee
The current members of the Executive Committee are:
Mr M Papworth (Group Chief Executive)
Mr R Armitage (Group Business Development Director)
Mr S Bowers (Group Finance Director)
Mr T Bridgewater (Group Director of Safety)
Mr R Dellar (Managing Director – Chemring International)
Mr J Devine (Group HR Director)
Mrs S Ellard (Group Legal Director)
Mr S Grinham (Managing Director – European Electronics)
Mr M Helme (Managing Director – Chemring Europe)
Mr D McKenrick (President – Chemring North America)
Mr R Pittman (Group Director of Communications
& Investor Relations)
Mr Papworth chairs the Executive Committee, which meets
monthly. The Executive Committee is responsible for the executive
day-to-day running of the Group, submission to the Board of
strategic plans and budgets for the Group’s operations, and
monitoring the day-to-day performance of the Group as a whole.
Relations with shareholders
The Company maintains an active dialogue with institutional
shareholders through regular briefing meetings and formal
presentations following the release of interim and annual results.
Meetings are usually attended by the Chief Executive and the
Finance Director, although the Chairman attended a number of
meetings with shareholders during 2012. The Senior Independent
Director also attended one meeting with a significant shareholder
in 2012. The other non-executive directors are also offered the
opportunity to meet with major shareholders and attend meetings
if so requested by major shareholders.
Communication with private investors is achieved largely through
the medium of the interim report and the financial statements.
The Company’s website (www.chemring.co.uk) provides financial
and business information on the Group.
The directors are provided with reports and other written briefings
from the Company’s principal shareholders and analysts, and are
regularly informed by the Company Secretary about changes to
significant shareholdings.
It is the Company’s policy that all directors should attend and
make themselves available to take questions from shareholders
or address any concerns at the Annual General Meeting. At other
times of the year, the directors can be contacted via the Company’s
head office.
All substantial issues, including the adoption of the annual report
and financial statements, are proposed on separate resolutions at
the Annual General Meeting. In line with best practice guidelines,
voting at the forthcoming Annual General Meeting will be
conducted by way of a poll. This allows all votes to be counted, not
just those of shareholders who attend the meeting. Poll results
will be published on the Company’s website as soon as practicable
following the conclusion of the meeting. The Notice of the Annual
General Meeting is sent to shareholders at least twenty working
days before the meeting.
Financial reporting
The statement of directors’ responsibilities in respect of the
financial statements and accounting records maintained by the
Company is set out on page 32.
Internal control and risk management
The Board has continued to review the effectiveness of the Group’s
systems of internal control, including financial, operational and
compliance controls, and risk management systems.
The Board acknowledges its responsibility for the Group’s systems
of internal control and attaches considerable importance to
these systems, which are designed to meet the Group’s particular
needs and identify those risks to which it is exposed. However,
the systems can only provide reasonable, not absolute, assurance
against material misstatement, loss or mismanagement of the
Group’s assets.
In carrying out its review of the effectiveness of the Group’s
systems of internal control in compliance with provision C2.1 of
the Code, the Board has taken into consideration the following
key features of the Group’s risk management systems and control
procedures which operated during the year:
• The Board assesses the key risks associated with achievement of
the Group’s business objectives as part of the annual strategic
planning process. Out of this process, each business establishes
a five year plan and annual budget, which are subject to approval
by the Board. The performance of each business against budget
Business review Corporate governance Financial statements Other information
Chemring Group PLC Report and Accounts 2012