Corporate governance

The Board is committed to high standards of corporate governance and to complying with the provisions of the UK Corporate Governance Code (the "Code") where practicable.   
The Board, which meets at least eight times a year has a formal schedule of matters specifically reserved to it for decision.  It is primarily responsible for the strategy needed for the successful direction of an international company and currently comprises the Chairman, the Group Chief Executive, the Group Finance Director, the Chief Technology Officer and four independent non-executive directors.  The Chairman is an independent (non-executive) director.  All members of the Board have full access to the advice and services of the Company Secretary.  Where necessary the directors may take independent professional advice at the Company’s expense.

In 2012, in accordance with the Code, an externally facilitated Board Evaluation was conducted by Sheena Crane, an experienced consultant.  Ms Crane does not have any other connection with the Company.

New Bridge Street (part of Aon plc) were retained as the appointed adviser to the Remuneration Committee during 2012 to provide independent advice on remuneration policy and practice.  New Bridge Street has no connection with the Company other than in the provision of advice in relation to executive remuneration.  Another subsidiary of Aon plc, the ultimate parent company of NBS, provides insurance broking services to the Group. The Remuneration Committee is comfortable that no conflicts arise out of these relationships.

Matters reserved for the approval of the Board