NATS-Annual-Report-2015

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Annual Report and Accounts 2015 | NATS Holdings Limited Governance 54 Governance report (continued) The Board’s Committees The Board has established five standing committees which operate within approved terms of reference. The committee structure comprises the: > Audit Committee; > Nomination Committee; > Remuneration Committee; > Safety Review Committee; and > Technical Review Committee. The number of meetings held by the principal Board committees, and individual directors’ attendance, is provided in the table below: Number of meetings attended / Number of eligible meetings Audit Nomination Remuneration Safety Review Technical Review Paul Golby 2/2 1/1 John Devaney 1/1 Chris Bennett 0/3 Warwick Brady 1/2 Roger Cato 1/1 4/4 2/3 Will Facey 2/2 Baroness Dean of Thornton-le-Fylde 7/7 Richard Keys 3/3 1/1 Andy Lord 7/7 Iain McNicoll 4/4 3/3 Gavin Merchant 5/7 Peter Read 1/1 3/3 Tony Tyler Governance
Annual Report and Accounts 2015 | NATS Holdings Limited Governance 55 Governance report (continued) The terms of reference for the Board and its committees are available to all staff and shareholders and can be made available externally with the agreement of the Company Secretary. Reports from each of the standing committees are set out on pages 58 to 74. However, in addition to the standing committees, from time to time the Board may form committees on an ad hoc basis to deal with specific business issues. During the year, the Board formed the following ad hoc committee: Specific Contract Review Committee The Board recognises that having representatives of some of its key customers as members of the Board could prima facie result in a conflict of interest, for example when the group is negotiating commercial contracts with those customers. The Board has put in place a range of controls to mitigate this risk, for example limiting the distribution of commercially sensitive papers to those Board members who are independent of the party with whom NATS is contracting. In addition, the Board may also delegate scrutiny of a contract to a specific sub-committee of non-conflicted Board members. Meetings with shareholders Shareholders meetings are held twice a year, linked to the planning and reporting cycles, and provide the group with an opportunity to update the shareholders on the progress of the annual business plan and long term strategy. The two meetings during the year were the Annual General Meeting held on 31 July 2014 and a further meeting on 29 January 2015. Shareholders may also meet informally with the Chairman, Chief Executive Officer, Finance Director and other members of executive management upon request. Due to the manner in which non-executive directors are appointed by the shareholders under the SPA, there is no senior independent director. Compliance with the UK Corporate Governance Code NATS is committed to maintaining the highest standards of corporate governance. The SPA requires the group and the directors to adhere to the UK Corporate Governance Code so far as reasonably practicable and save to the extent inconsistent with the other provisions of the SPA. For the financial year ended 31 March 2015, the applicable standard is the 2012 UK Corporate Governance Code (the Code). NATS has applied the principles of the Code to the extent considered appropriate by the Board throughout the year ended 31 March 2015. However, a number of principles and provisions in the Code are not relevant to the partnership nature of the NATS group ownership and the principal areas where NATS did not comply are summarised below. Corporate Governance Code A.3.1: Independence of the Chairman The Chairman is nominated by AG, his appointment being subsequently approved by the Secretary of State for Transport. He therefore does not fully meet the independence criteria as set out in the Code and this affects NATS’ compliance with a number of Code provisions. Corporate Governance Code A.4.1, B.1: Independence of Directors and appointment of Senior Independent Director The arrangements for appointing non-executive directors, as set out in the SPA, are such that none of the directors meet the Code’s criteria for independence. This affects NATS’ ability to comply with a number of the Code’s provisions, including the requirement to appoint a senior independent director. Corporate Governance Code B.2.1, D.2.1: Composition of the Nomination and Remuneration Committees Details of the work of the Nomination and Remuneration Committees are set out below. However, the manner in which directors are appointed, as noted above, means that these committees’ processes do not fully comply with the Code as regards independence. Governance
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