Codes and principles
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
The Board comprises a Non-Executive Chairman, a Chief Executive, one other Executive Director and four other Non-Executive Directors. Although the Chairman, Rupert Pennant-Rea, met the independence criteria on appointment, the Combined Code provides that the test of independence is not appropriate thereafter. The Board considers all of the other Non-Executive Directors, namely, Gerald Aherne, Duncan Ferguson, Anthony Hotson and John Roques, to be independent. John Roques 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.
Board Committees
The Board has delegated specific responsibilities to three standing Committees of the Board.
Audit Committee
John Roques is the Chairman of the Committee and its other members are Anthony Hotson 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.
Nomination Committee
Rupert Pennant-Rea is the Chairman of the Nomination Committee. All the other Non-Executive Directors are members of the Committee and the Executive Directors attend the meetings.
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
Gerry Aherne is the Chairman of the Remuneration Committee. The other members are Anthony Hotson and Duncan Ferguson.
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.
Investor relations
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.
Internal controls
The Board has overall responsibility for the Group's system of internal controls and for reviewing its effectiveness.