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<strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2015</strong> | <strong>NATS</strong> Holdings Limited<br />

Governance<br />

51<br />

Governance report<br />

<strong>NATS</strong> Governance framework<br />

Introduction<br />

<strong>NATS</strong> was formed as a Public Private Partnership in July<br />

2001. In addition to its memorandum and articles, a<br />

key element in its governance structure is the Strategic<br />

Partnership Agreement (SPA) between its main<br />

shareholders: the Secretary of State for Transport; The<br />

Airline Group Limited (AG); and LHR Airports Limited (LHRA)<br />

(previously BAA Limited).<br />

The SPA sets out the relative responsibilities of the<br />

signatories and, in particular, requires the group and the<br />

directors to adhere to the UK Corporate Governance Code<br />

so far as reasonably practicable and save to the extent<br />

inconsistent with the other provisions of the SPA.<br />

The Board and directors<br />

Ultimate responsibility for the governance of <strong>NATS</strong> rests<br />

with the Board of <strong>NATS</strong> Holdings Limited, which provides<br />

strategic direction and leadership and is responsible for<br />

ensuring that the <strong>NATS</strong> group is run safely, efficiently,<br />

effectively and legally, with appropriate internal controls to<br />

safeguard shareholders’ investment and group assets.<br />

The boards of the subsidiary companies within the group are<br />

accountable to the <strong>NATS</strong> Holdings Board for all aspects of<br />

their business activities.<br />

As at the date of approval of the accounts, the <strong>NATS</strong><br />

Holdings Limited Board comprised a non-executive<br />

Chairman and 13 directors, as follows:<br />

Executive directors<br />

> Chief Executive Officer and Managing Director,<br />

Operations; and<br />

> Finance Director.<br />

Non-executive directors<br />

> a non-executive Chairman, appointed by AG, subject to<br />

the prior approval of the Crown Shareholder;<br />

> six further non-executive directors appointed by AG,<br />

including the International Air Transport Association<br />

(IATA) representative;<br />

> three non-executive Partnership directors, who are<br />

appointed by the Crown Shareholder; and<br />

> one non-executive director appointed by LHRA.<br />

Changes to the directors<br />

From 1 April 2014 to the date of approval of the accounts,<br />

the following changes to the directors were made:<br />

Chairman<br />

John Devaney Resigned 31 August 2014<br />

Paul Golby Appointed 1 September 2014<br />

Executive director<br />

Richard Deakin Resigned 18 May <strong>2015</strong><br />

Non-executive AG directors<br />

Chris Bennett Resigned 4 March <strong>2015</strong><br />

Harry Bush Appointed 29 May 2014<br />

Warwick Brady Resigned 10 September 2014<br />

Will Facey Appointed 27 November 2014<br />

Mike Powell Resigned 29 May 2014<br />

Martin Rolfe was appointed Chief Executive Officer following<br />

Richard Deakin’s resignation. Martin Rolfe continues to act<br />

as Managing Director, Operations.<br />

Governance

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