We believe that good governance is based on effective communication, risk assessment and transparency. Communicating with our shareholders is key. The Executive Directors regularly meet with institutional shareholders and analysts. Private investors are also encouraged to meet with the Board and to participate in the Annual General Meeting.
Governance Report - Extract from the Report and Accounts for the Year Ended 31.12.2015
Chairman's corporate governance statement for the Year Ended 31 December 2015
As Chairman, I am responsible for the Group’s corporate governance framework. During the year the Board achieved and maintained high standards of corporate governance and will continue to adapt this framework as necessary in 2016.
The Board formally evaluates its performance and that of its Committees annually. Having undertaken its first externally facilitated Board evaluation in 2013 in line with the requirements of the UK Corporate Governance Code and undertaken an evaluation using a series of questionnaires in 2014, the Board has undertaken a further evaluation using a series of questionnaires in 2015. In addition, I met with each of the Non-Executive Directors to evaluate their individual performances and the Non-Executive Directors met without me present to evaluate my performance as Chairman.
Overall, the findings of the evaluation were positive, recognising the amount of work that the Board and senior management team has undertaken during the year to improve procedures in a number of areas. Board sessions have been scheduled to provide the Board with the opportunity to discuss fully those topics which the Directors indicated needed further consideration by the Board. The Board is confident that the performance of the Board and the Committees was and is effective and that all Directors demonstrate full commitment in their respective roles.
Following the Board evaluation, I remain satisfied that the performance of all the Directors proposed for re-election continues to be effective and that each Director demonstrates commitment to their role.
Richard Mully retired as a Non-Executive Director of the Company at the Annual General Meeting on 8 June 2015 and Richard Cotton retired as a Non-Executive Director of the Company on 30 September 2015. The Board welcomed two new Non-Executive Directors, David Rough and Margaret Young, to the Board on 1 October 2015. David was appointed to the Remuneration Committee and Margaret to the Audit Committee effective from 14 October 2015. Melvyn Egglenton succeeded Richard Mully as the Senior Independent Director upon his retirement from the Board at the Annual General Meeting in 2015 and, in addition, succeeded Richard Cotton as Chairman of the Remuneration Committee on 30 September 2015.
Humphrey Price has indicated that he will retire from the Board at the Annual General Meeting in 2016 and he will not propose himself for re-election. Rebecca Worthington will succeed Humphrey as Chair of the Audit Committee upon his retirement.
Richard Mully and Richard Cotton both made a major contribution to Hansteen during their time as Directors and their experience and advice has been invaluable during a period of rapid growth.
14 March 2016