Savills plc 2012 Annual Report - (PDF) - Investor relations

Corporate Governance reportThe Board is responsible to shareholders for the managementand control of the Company’s activities and is committed to thehighest standards of Corporate Governance, as set out in theUK Corporate Governance Code (the ‘Code’). The Code maybe reviewed on the website of the Financial Reporting Councilat www.frc.org.uk. It is the Board’s view that the Company wasfully compliant with the provisions of the Code during the year.The following section together with Other Statutory Informationon pages 43 and 44 and the Remuneration report on pages 45to 57 provides details of how the Company applies the principlesand complies with the provisions of the Code.Governance structureThe Group’s corporate governance framework is set out below.The Directors receive management information, including financial,operating and strategic reports, in advance of Board meetings.The Board receives presentations from the Heads of the PrincipalBusinesses and Functions on matters of significance andperiodically meetings are held in regional centres to give the Boardgreater insight into the business in that region. The Group LegalDirector & Company Secretary provides the Board with ongoingreports that cover legal developments and regulatory changes.Board(Non-Executive Chairman, 2 Executive and 4 Non-Executive Directors)AuditCommitteeRemunerationCommitteeNominationsCommitteeGroup ChiefExecutiveGroupRisk CommitteeGroupExecutive BoardCR Steering GroupThe Board has adopted a formal schedule of matters specifically reserved to it for decision making, although its primary role is toprovide leadership and to review the overall strategic development of the Group as a whole. In addition, the Board sets the Group’svalues and standards and ensures that the Group’s businesses act ethically and that its obligations to its shareholders are understoodand met. The Board delegates to management the day to day operation of the business, subject to appropriate risk parameters.The Board is specifically responsible for:StrategyRisk managementGovernanceApproving Group strategy and the Group’s budgetary and business plansApproving significant investments, any decision to divest or close any Group business andcapital expenditureEstablishing the Group’s risk appetite, system of internal control, governance and approval authoritiesApproving executive performance and succession planning, including the appointment of new DirectorsApproving the Group’s Code of ConductFinancial performanceDetermining the standards of ethics and policy in relation to business practice, health, safety, environment,social and community responsibilitiesReviewing performance, assessed against the Group’s strategy, objectives, business plans and budgetsReviewing changes to the Group’s capital structure and the issue of any securitiesApproving annual and half year results and interim management statements, accounting policies and,subject to shareholder approval, the appointment and the remuneration of the external auditorsApproving the dividend policy and interim and supplemental dividends and recommending final dividends36 Savills plc Report and Accounts 2012