We support the high standards of corporate governance contained in the Combined Code on Governance issued by the Financial Reporting Council and the Principles of Good Corporate Governance and Best Practice Recommendations issued by the ASX Corporate Governance Council (the "ASX Principles").
The Board comprises a Non-Executive Chairman, a Chief Executive, three other Executive Directors and five other Non-Executive Directors. Although the Chairman, Rupert Pennant-Rea, met the independence criteria on appointment, the UK Corporate Governance Code provides that the test of independence is not appropriate thereafter. The Board considers all of the other Non-Executive Directors, namely, Gerald Aherne, Kevin Dolan, Duncan Ferguson, Tim How and Robert Jeens, to be independent. Tim How is the Senior Independent Director.
Non-executive Directors are appointed for a fixed term, normally of three years, and any subsequent terms are subject to review.
The Board is responsible for all strategic decisions regarding the Company’s business, including the approval of commercial strategy, annual budgets, interim and full year financial statements and reports, dividends, accounting policies and all significant capital projects, investments and disposals. A schedule of matters reserved for approval by the Board is reviewed annually.
The Board has approved the corporate governance policies set out below which, together, set a framework within which the Directors and other employees are expected to behave to protect the interests of shareholders, customers, employees and suppliers.
The Board has delegated specific responsibilities to four standing Committees of the Board.
Audit Committee
Robert Jeens is the Chairman of the Committee and its other members are Tim How and Duncan Ferguson.
The Audit Committee is responsible for making recommendations to the Board on the appointment of the external auditor and their terms of engagement (including audit fees) and for reviewing the performance, independence and objectivity of the external auditor. It receives and reviews reports from management and the external auditors relating to the Company’s Annual Financial Report and Accounts and interim reports. The Audit Committee also receives formal reports from the internal auditor, who attends meetings as required. It reviews compliance with legal and regulatory requirements, accounting standards and the form of the statutory accounts and accounting policies.
The external auditors are subject to annual reappointment at the company's Annual General Meeting. The Company has adopted a Charter of Statutory Auditor Independence, which requires both the Company and the auditors to take measures to safeguard the objectivity and independence of the external auditors.
Board Risk Committee
Duncan Ferguson is the Chairman of the Board Risk Committee. The other members are Kevin Dolan, Robert Jeens and Gerald Aherne.
The Risk Committee has a forward looking focus, to anticipate potential issues by assessing known or foreseeable risks and enabling Henderson Group plc and its subsidiaries ("the Group") to take action to avoid or mitigate the impact of those issues. In particular the Risk Committee advises the Board on the Group's risk profile and risk appetite in setting its future strategy, advises the Board on the amount of surplus regulatory capital that should be held, oversees the effectiveness of the risk management procedures, regulatory compliance and the principal risks and uncertainties relating to the Group and reviews the work and reports prepared by the Chief Risk Officer.
Nomination Committee
Rupert Pennant-Rea is the Chairman of the Nomination Committee. All the other Non-Executive Directors are members of the Committee.
The Nomination Committee has responsibility for considering the size, composition and balance of the Board, the retirement and appointment of additional and replacement Directors and making appropriate recommendations to the Board on these matters.
Remuneration Committee
Gerald Aherne is the Chairman of the Remuneration Committee. The other members are Tim How and Kevin Dolan.
The Remuneration Committee has responsibility for making recommendations to the Board on the Company's policy for the remuneration and performance of executive Directors and for determining, within agreed terms of reference, specific remuneration packages for each of the executive Directors. The Report on Director's Remuneration provides details on how the Remuneration Committee exercises these duties and from which advisors the Committee took advice.
Henderson Group values its interaction with the investor community and welcomes the views of both retail and institutional investors and their representative bodies. Our website includes online services to help shareholders manage their holding and engage with the Company. In addition, we offer a variety of information and feedback channels including shareholder call centres, email access and shareholder meetings.
A programme, including monthly reporting, is in place to ensure that feedback from shareholders and market participants is communicated to the Directors.
The Board has overall responsibility for the Group's system of internal controls and for reviewing its effectiveness.