Chairman’s Statement
The Board is committed to establishing and maintaining integrity and high ethical standards in all its business activities; and high standards of corporate governance – the process by which the Group is directed and managed, risks are identified and controlled, and effective accountability to shareholders.
The roles of the Chairman and Chief Executive are held separately and clearly defined in relation to their responsibility for managing the Board and managing the Group’s business respectively. Summary biographical details and standing committee memberships of all the directors are shown here.
The Board of Directors is collectively responsible for the strategic direction, investment decisions and effective leadership and control of the Group. To this end, there exists:
- A schedule of matters specifically reserved to the Board for its decisions, including approval of the Group’s strategy, annual budget, major capital expenditure, acquisitions and disposals, risk management policies and financial statements
- In relation to non-reserved matters, the terms of reference under which the Board has delegated certain responsibilities to its two standing committees.
The Board consists of one executive director and four non-executive Directors. The non-executive Directors are considered to be independent, save for Lord Ashcroft KCMG, who is the Company’s major shareholder and Angela Entwistle due to her links with the Company’s major shareholder. Both the Board and the non-executive Directors bring a wide range of relevant skills and experience to bear on issues under consideration. This helps to ensure that independent judgement is exercised and that a proper balance of power is maintained for full and effective control.
All Directors are required to stand for election at the first Annual General Meeting following their appointment and seek re-election at least every three years.
Board Committees
Merit Group Limited’s Board of Directors has established an Audit Committee and a Remuneration Committee. The members of each committee are appointed by the Board of Directors.
Audit Committee
- Mark Smith (Chair)
- Diane Lees
- Tim Briant
The Audit Committee comprises non-executive directors of the Company and meets no less than twice a year and at least once a year with the external auditors together with various representatives of the executive and finance functions. It also meets privately with the external auditors on an ad hoc basis. The Committee, inter alia:
- is responsible for the appointment, review and remuneration of the external auditors and annually assesses the independence and objectivity of the auditors reviews the annual and interim financial statements, the Group’s accounting policies and procedures and its financial control environment, and reviews the Group’s system of internal controls, including risk management procedures.
Remuneration Committee
- Angela Entwistle (Chair)
- Diane Lees
The Remuneration Committee comprises non-executive directors of the Company and meets at least twice a year and otherwise as necessary. It advises the Board on the Company’s remuneration strategy and determines, on behalf of the Board and within its remuneration framework, the individual remuneration package of each of the executive Directors and certain members of the senior management team.
No Director is involved in deciding his or her own remuneration. In the case of non-executive Directors this is determined by the Board.
UK City Code on Takeover and Mergers
Merit Group Limited is subject to the UK City Code on Takeovers and Mergers for a period of up to two years following its delisting from the AIM section of the London Stock Exchange.
The Bribery Act 2010
It is our policy to conduct all our business in an honest and ethical manner. We take a zero-tolerance approach to bribery and corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships.