Annual Report & Accounts - Countrywide Farmers
Annual Report & Accounts - Countrywide Farmers
Annual Report & Accounts - Countrywide Farmers
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Corporate Governance Statement<br />
<strong>Countrywide</strong> <strong>Farmers</strong> plc is not a listed company and, as such, is not required to comply with the Combined Code on Corporate<br />
Governance. The Board has, however, chosen to present this voluntary statement giving details of the principal features of the<br />
Group’s corporate governance arrangements.<br />
Board of Directors<br />
During the year the Board comprised two executive Directors and six non-executive Directors. The roles of the Chairman, who<br />
is non-executive and elected by the Board, and the Managing Director, are separated. The Managing Director, supported by<br />
the Finance Director, is responsible for the operating performance of the Group. A formal schedule of matters requiring Board<br />
approval is maintained covering such areas as future strategy, approval of budgets, financial results, Board appointments and<br />
dividend policy. The Board normally meets once a month and additional meetings are called when required. Adequate<br />
information is provided by management to allow Directors to discharge their duties. In addition Directors are able, if necessary,<br />
to take independent professional advice, in the furtherance of their duties, at the Company’s expense. They seek to understand<br />
the views of shareholders about the Company.<br />
All Directors are subject to retirement by rotation and their re-election is a matter for the shareholders.<br />
Remuneration Committee<br />
The Remuneration Committee comprises Messrs Leece (Chairman), Hall and Holderness-Roddam. Mr Beldam resigned during<br />
the year.<br />
The Committee’s remit is to determine appropriate short and long-term total reward packages for the executive Directors of<br />
the Company. It also satisfies itself that good practices apply to all Group employees through the relevant management<br />
structures. During the year the Committee developed proposals for the adoption of a Long Term Incentive Plan (LTIP) for a<br />
small number of key executives, details of which are provided in note 24.<br />
Audit Committee<br />
The Audit Committee comprises Messrs Holderness-Roddam (Chairman), Leece and Sir Ben Gill. Messrs Hall and Beldam<br />
resigned during the year. It identifies and establishes the Group’s requirements regarding risk management, internal control,<br />
financial reporting, and accounting policies. Meetings are attended, by invitation, by appropriate executive Directors and the<br />
internal and external auditors.<br />
Risk management techniques are continually evaluated and refined to match the ever-changing circumstances of the Group’s<br />
operations.<br />
Nomination Committee<br />
The Nomination Committee comprises Sir Ben Gill (Chairman), and Messrs Hall and Holderness-Roddam. Mr Pugh resigned<br />
during the year. The Committee establishes the criteria for appointment to the Board and identifies suitable candidates. It<br />
seeks to achieve a balance between executive and non-executive Directors. Details of Directors’ service contracts are available<br />
for inspection at the Company’s registered office during normal business hours and at the <strong>Annual</strong> General Meeting.<br />
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