Annual Report 2012 - Development Securities PLC

54 Development Securities PLC / Annual Report 2012
Corporate Governance continued
appointments to the Board, which are fulfilled through
an effective search, interview and evaluation process
based upon objective criteria.
The Nomination Committee meets as necessary.
In the period under review it met three times; the first
meeting discussed succession planning in respect of the
two Non-executive Directors who will be stepping down
after nine years of service on the Board. The second
meeting was held to recommend to the Board the
appointment of N H Thomlinson, which followed a formal,
rigorous and transparent procedure conducted via
an external search consultant. In recommending
N H Thomlinson to the Board the Committee had given
due consideration to the balance of skills and experience
on the Board with proper regard to independence and
diversity. The Committee, in conjunction with the
Chairman of the Remuneration Committee, also
recommended N H Thomlinson’s appointment to the
Remuneration Committee.
The Committee also met to discuss the re-election
of Directors and recommend to the Board that, following
shareholders’ approval at the 2011 Annual General
Meeting to allow changes to the Company’s Articles
of Association to permit annual re-election of Directors,
each Director, being eligible, should opt for annual
election. The Board approved this recommendation and
each Director, with the exception of V M Mitchell and
M S Soames who will be stepping down and N H
Thomlinson who will be seeking election, shall retire and
seek re-election at the forthcoming Annual General
Meeting in line with provision B.7.1 of the UK Corporate
Governance Code.
Remuneration Committee
The Remuneration Committee comprises M S Soames
as Chairman, V M Mitchell and D S Jenkins.
N H Thomlinson was appointed as an additional member
with effect from 19th January 2012 and will become
Chairman from the Annual General Meeting on 28th
August 2012 when M S Soames steps down. As from
28th August 2012, S C Bates will become a member
in place of V M Mitchell.
The Committee is authorised to determine
remuneration policy, details of which can be found in the
Remuneration Report on pages 57 to 64.
The policy includes the setting of Executive Directors
base salaries, the exercise of powers to grant options
under the Group’s option schemes to the Executive
Directors and senior managers and awards under the
Performance Share Plan. In addition the policy specifies
the framework for determining the annual bonus, awards
under the Development Profit Plan, Joint Venture Profit
Plan, Strategic Profit Plan, the Investment Growth Plan
and ad hoc bonuses for exceptional contributions.
Approvals Committee
The Approvals Committee comprises two Executive
Directors and a minimum of two Non-executive Directors.
Its remit is to permit the approval of transactions between
£2.0 million and £5.0 million, which are then reported to
the Board. Transactions below £2.0 million are delegated
to the relevant Executive Directors responsible and those
above £5.0 million are under the remit of the Board.
The following table sets out the attendance of the
Directors at the meetings of the Board, and the Audit,
Nomination and Remuneration Committees held during
the period under review.
Audit Nomination Remuneration
Board Committee Committee Committee
Number of meetings 8 4 3 5
D S Jenkins 8 4 3 3
M H Marx 8 — 3 —
G Prothero 8 — — —
C J Barwick 8 — — —
M S Weiner 8 — — —
S C Bates 8 4 — —
V M Mitchell 7 3 3 5
M S Soames 8 — — 5
N H Thomlinson 1 [1] — — 0 [1]
The numbers in brackets represent the maximum number of meetings
that a Director could attend during the period 1st January 2011 to 29th
February 2012.
Relations with shareholders
Communication with shareholders is a high priority for
the Board. The Executive Directors have regular dialogue
with institutional shareholders. The Chairman, Senior
Independent Director and Non-executive Directors are
available at any time to meet with them. No shareholders
asked to meet with V M Mitchell, the Senior Independent
Director during the period. The Company’s Annual
General Meeting provides an opportunity to respond to
shareholders’ appropriate questions, and the information
necessary for informed participation is made available
with as much notice as possible. Directors are
introduced to shareholders at the Annual General
Meeting, including the identification of Non-executives
and Committee Chairperson. The Company’s website
www.developmentsecurities.com is updated at the same time
as the Regulated Information Service, to provide additional
information dissemination for shareholders. Shareholders
are also invited to free subscription of the Company’s
e-mail news alert service on the Company’s website.