We are committed to high standards of corporate governance in order to achieve our objectives and meet the necessary standards of accountability and integrity. This section covers our compliance with the relevant provisions set out in the 2012 Combined Code on Corporate Governance and our application of the principles set out in the Code.
Download our 2015 Annual Report (PDF 4.17Mb) for further information on our corporate governance commitments.
How the Board Functions
The Group is controlled through the Board of Directors that meets regularly throughout the year. The Board has adopted a formal Schedule of Matters Reserved to it which was reviewed, updated and readopted during 2014. Informal meetings are held between individual Directors as required.
The management of the Group on a day to day basis is delegated, via the Executive Directors, to an experienced senior and middle management team whose size and structure is commensurate with the complexity of the Group’s activities. Managers have the necessary skills and knowledge relevant to their areas of responsibility. The remainder of the responsibilities rest with the Board however; certain capital expenditures and acquisition projects are delegated under the formally adopted Schedule of Matters Reserved for the Board and the Expenditure Authorisation Policy.
All Directors are provided with the necessary papers in advance of the meetings to permit them to make informed decisions at those meetings. The Board also considers employee issues and key appointments, including the role of Company Secretary.
The Board comprises eight Directors and the Non-Executive Chairman. There are the same number of independent Non-Executive Directors and Executive Directors which the Board consider to be an appropriate and effective combination and also complies with the Code in respect of FTSE 250 listed companies. The Board also considers that four Executive. Directors are sufficient to manage a Company of this size and organisational structure.
The four independent Non-Executive Directors who served for the period were: Jane Ashcroft, Ishbel Macpherson, Alan McWalter and Martin Pexton.
Biographical details for the Non-Executive Directors can be found on our Meet our board page.
Their role is to challenge constructively the management of the Group and help develop proposals on strategy. The Non-Executive Directors are chosen for their diversity of skills and experience. Each Non-Executive Director is appointed for a fixed term of two years, subject to annual re-election by shareholders. This term may then be renewed by mutual consent up to a maximum of nine years in accordance with the Code. Appointments beyond six years are also subject to rigorous review prior to approval. The Non-Executive letters of appointment are available from the Company Secretary.
Alan McWalter is the Senior Independent Director of the Group. His role is to provide a sounding board for the Chairman and act as an intermediary for other Directors if needed and to be available to shareholders if so required.
The Chairman and the Non-Executive Directors are required to, and have, confirmed formally to the Board that, mindful of their other commitments they have, and will have, sufficient time to devote to their responsibilities as Directors of the Company.
Jane Ashcroft, Ishbel Macpherson, Alan McWalter, and Martin Pexton are independent of management, as defined by the Code.
All Directors are able to take independent professional advice on the furtherance of their duties if necessary at the Group’s expense. They also have access to the advice and services of the Company Secretary, who is also the Corporate Services Director and, where it is considered appropriate and necessary, training is made available to Directors. All Directors receive annual training and updates on the duties and responsibilities of being a Director of a listed company. This covers legal, accounting and tax matters as required. In addition any newly appointed director receives appropriate induction training.
The Company maintains appropriate insurance cover in respect of any legal action against its Directors including in respect of prospectuses issued in connection with the issue of additional Secured Notes and Returns of Value to Shareholders. The level of cover is currently £70 million.
The Directors have, during the period, formally reminded themselves of their duties as Directors under the Companies Act 2006 (Section 171-177). These duties include the need to avoid conflicts of interest (Section 175). No such conflicts of interest exist.
In accordance with the Code, all Directors will submit themselves for re-election at the forthcoming Annual General Meeting.
In accordance with the requirements of the Code an external evaluation of the Board and its Committees was completed in 2013 by Independent Audit Ltd, a specialist company, entirely independent of the Group. The next external evaluation will be completed in 2016, in accordance with the requirements of the Code that an external evaluation takes place on at least a three yearly basis. An action plan was developed and implemented to address the points identified, which relate to minor administrative matters.
During the period, the Board undertook a formal and rigorous evaluation of its own performance and that of its Committees and Directors by way of the issue of a detailed questionnaire to all Directors. This was then followed by a detailed review of the responses, by the Directors, and identification of any actions arising. The Non-Executive Directors, led by the Senior Independent Director, are responsible for the performance evaluation of the Chairman taking in to account the views of the other Executive Directors. The Board was satisfied that its performance and that of its Chairman, individual Directors and Committees was of the appropriate standard.
The Board has established a Remuneration Committee, an Audit Committee and a Nomination Committee, each of which operate within defined terms of reference. The specific terms of reference for each of the Committees may be obtained from the Company Secretary at the Registered Office. All Committees are provided with sufficient resources to undertake their duties.
For ease of access there is a separate REMCO report.
The Group encourages two-way communication with both its institutional and private shareholders and responds promptly to any queries received.
The Chief Executive and Finance Director have regular meetings with institutional investors, fund managers and analysts to discuss information made public by the Group. Where appropriate or if requested, such meetings could include either or both the Chairman and the Senior Independent Director. The Chairman, Senior Independent Director and the Non-Executive Directors are also available to meet separately with shareholders if necessary or requested to discuss any issues that they may have. The Chairman is also available to discuss governance and strategy matters with the major shareholders. The Corporate Services Director, in his additional role as Company Secretary, generally deals with queries from private shareholders.
The Group has and will arrange visits to its funeral locations and crematoria, if requested by a shareholder, where it will not disrupt services to our clients.
Each year all shareholders receive the Annual Report and Accounts. The Interim Report is no longer published as a paper document but is available to download: Interim results for the 26 week period ended 27 June 2014 (PDF 0.60Mb).
The Board regards the Annual General Meeting as an opportunity to communicate directly with all shareholders. At least 20 working days' notice will be given of the Annual General Meeting at which all Directors plan to be present and available to answer questions.
Read the 2015 Annual report