Annual Report & Accounts 2012 - Euromoney Institutional Investor ...

Euromoney Institutional Investor PLC Annual Report and Accounts 2012
www.euromoneyplc.com
Corporate Governance
The Financial Reporting Council’s 2010 UK
Corporate Governance Code (“the Code”) is
part of the Listing Rules (“the Rules”) of the
Financial Services Authority. The paragraphs
below and in the Directors’ Remuneration Report
on pages 41 to 52 set out how the company has
applied the principles laid down by the Code.
The company continues substantially to comply
with the Code, save for the exceptions disclosed
in the Directors’ Compliance Statement on
page 34.
Directors
The board and its role
Details of directors who served during the
year are set out on page 47. During the year
the board comprised the chairman, managing
director, seven other executive directors and
six non-executive directors. Two of the six
non-executive directors are independent, one is
the founder and ex-chairman of the company,
two are directors of Daily Mail and General Trust
plc (DMGT), an intermediate parent company,
and one has served on the board for more
than the recommended term of nine years under
the Code.
PM Fallon, the chairman, who was due to
retire at the AGM in January 2013, died on
October 14 2012. The company announced on
October 15 2012 that its previously announced
succession plans would be accelerated and
that PR Ensor would succeed PM Fallon as
chairman and CHC Fordham would succeed
PR Ensor as managing director, both with
immediate effect.
There are clear divisions of responsibility within
the board such that no one individual has
unfettered powers of decision. The board,
although larger than average, does not consider
itself to be unwieldy and believes it is beneficial
to have representatives from key areas of
the business at board meetings. There is a
procedure for all directors in the furtherance of
their duties to take independent professional
advice, at the company’s expense. They also
have access to the advice and services of the
company secretary. In accordance with best
corporate governance practice under the 2010
UK Corporate Governance Code all directors
will submit themselves for annual re-election.
Newly appointed directors are submitted for
election at the first available opportunity after
their appointment.
The board meets every two months and there
is frequent contact between meetings. Board
meetings take place in London, New York,
Montreal and Hong Kong, and occasionally in
other locations where the group has operations.
The board has delegated certain aspects of the
group’s affairs to standing committees, each
of which operates within defined terms of
reference. Details of these are set out below.
However, to ensure its overall control of the
group’s affairs, the board has reserved certain
matters to itself for decision. Board meetings
are held to set and monitor strategy, identify,
evaluate and manage material risks, to review
trading performance, ensure adequate funding,
examine major acquisition possibilities and
approve reports to shareholders. Procedures
are established to ensure that appropriate
information is communicated to the board in a
timely manner to enable it to fulfil its duties.
Committees
Executive committee
The executive committee meets each month
to discuss strategy, results and forecasts, risks,
possible acquisitions and divestitures, costs,
staff numbers, recruitment and training and
other management issues. It also discusses
corporate and social responsibility including the
group’s various charity initiatives. It is chaired by
the group chairman and comprises all executive
directors plus other divisional directors. It is not
empowered to make decisions except those that
can be made by the members in their individual
capacities as executives with powers approved
by the board of the company. The discussions
of the committee are summarised by the group
chairman and reported to each board meeting,
together with recommendations on matters
reserved for board decisions.
Nominations committee
The nominations committee is responsible
for proposing candidates for appointment
to the board having regard to the balance of
skills and structure of the board and ensuring
the appointees have sufficient time available
to devote to the role. This committee meets
when required and during the year comprised
PM Fallon (chairman of the committee), PR
Ensor and four non-executive directors, being
Sir Patrick Sergeant, The Viscount Rothermere,
MWH Morgan and JC Botts. The committee’s
terms of reference are available on the
company’s website at: www.euromoneyplc.
com/reports/Nominationcommittee.pdf.
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