Annual Report 2012 - Development Securities PLC

52 Development Securities PLC / Annual Report 2012
Corporate Governance
Development Securities
PLC Ordinary shares are
listed on the Official List of
the UK Listing Authority
and, as such, the Company
is required to state whether
it has complied with the
provisions for corporate
governance contained
within the UK Corporate
Governance Code.
The Board confirms that the Company has applied
the main provisions and has complied with all of the
provisions set out in the UK Corporate Governance
Code (the Code) during the financial period under
review. The full Code can be found at www.frc.org.uk.
The Board is committed to maintaining high
standards and levels of integrity within a corporate
governance framework which underpins the ethos of the
Company. Constructive dialogue has continued to be
built up over the period between stakeholders and has
strengthened investor confidence. The Company’s
governance principles have been, and will continue to be,
kept under review as the Directors believe that a sound
corporate governance framework is key to achieving the
Company’s objectives and discharging its legal and
regulatory responsibilities.
The Company’s going concern statement can be
found in the Financial Review on pages 36 to 44 and
is incorporated here by reference.
The Board
The Board is collectively responsible for the success of
the Company and in this capacity has, over the financial
period under review, dispensed independent judgement
in relation to, but not limited to, strategy, executive
performance and retention, remuneration and
succession, financial performance, the issue of any
securities, significant borrowing facilities, development
opportunities, investment portfolio acquisitions and
disposals, corporate reputation and communication,
internal control and risk management and the Board’s
own effectiveness. In carrying out its responsibilities,
the Board takes into account the size and complexity
of the Group, and internal control measures employed,
to determine those formal matters reserved to the Board
and those delegated to its various Committees or the
Executive Directors.
The Board met formally eight times during the period
and held one meeting solely to consider the Group’s
strategy. The Board also met on an ad hoc basis as
required by the on-going business of the Company. The
Chairman and the Non-executive Directors met on one
occasion during the period with no Executive Directors
in attendance.
During the financial period under review, the Board
consisted of four Executive Directors, a Non-executive
Chairman and three Non-executive Directors, rising to
four Non-executive Directors following the appointment
of N H Thomlinson on 3rd January 2012. The
independence of each Non-executive Director has been
assessed during the period, in line with the independence
criteria contained within provision B.1.1 of the Code. The
Company considers all the Non-executive Directors to be
independent. The Chairman was considered independent
on appointment. The current ratio of Executive and
independent Non-executive Directors is permissible
for a smaller company under Code provision B.1.2.
V M Mitchell remained as Senior Independent
Director for the whole period and is available as a point
of contact for shareholders where normal channels
of communication have failed, or are not appropriate.
After V M Mitchell steps down at the Annual General
Meeting on 28th August 2012, S C Bates will then take
over the role.
The Non-executive Directors provide a valued role
by contributing to the decisions and challenging aspects
of executive decisions to produce a considered and
independent outcome to Board deliberations. There is a
clear division of responsibilities between the Chairman,
who is responsible for the running of the Board and
ensuring its effectiveness and the Chief Executive, who
is responsible for the running of the Company’s business.
The roles and remit of the Chairman and the Chief
Executive are set out in writing and agreed by the Board.
Biographical information for the Directors in office
at the date of this Report is on page 45.
As in previous years, the Board has undertaken a
formal performance evaluation of the Board as a whole
and its Committees, to ensure they continue to be
effective, and that individual Directors demonstrate
commitment to his or her respective role and has
sufficient time to meet his or her commitment to the