Abacus Group plc is committed to business integrity, ethical values and professionalism. As an essential part of this commitment, the Company develops and maintains high standards of corporate governance. These statements describe how the Company applies and complies with the principles of the Combined Code, annexed to the Listing Rules of the Financial Services Authority nd for which the Board is accountable to its shareholders.

 

Statement of compliance with Code of Best Practice

The Company has complied throughout the year with the provisions set out in the Combined Code on Corporate Governance, as applicable to smaller listed companies, issued by the Financial Reporting Council.

 

The Board of Directors

The Board currently has six members comprising a non-executive Chairman H Westropp, a Chief Executive Officer M Kent, two further executives and two other non-executive Directors, including a Senior Independent Director, R Lambourne, to whom  shareholder concerns may be conveyed. D Weir was appointed and M Rice-Jones resigned as a non-executive Director.

 

All non-executive Directors who served during the year were considered by the Board to be independent of management. Although H Westropp has been a Board member for more than ten years, he is considered to be independent as he has never had business or personal relationships with the Company, is not a significant shareholder, does not hold cross-directorships, receives only fixed Directors’ fees, has never been an employee of the Company and is considered to be of sufficient calibre and experience that he can exercise judgement free from undue influence of management.

 

The Company believes it has a balance of executive and non-executive Directors appropriate for a business of its size.

 

Each individual executive Director’s performance is formally appraised at an annual review by the CEO, whose performance in turn is appraised by the non-executive Chairman. The Chairman’s performance is appraised by the non-executive Directors, who in turn are appraised by the Chairman, CEO and Chief Financial Officer.

 

The Company Secretary is responsible to the Board for ensuring that the Board, in conducting its business, follows its procedures and best practice whilst complying with applicable rules and regulations. All Directors have access to the advice and services of the Company Secretary.

 

Conduct of Board Meetings

The Board in general meets each month to consider matters specifically reserved to it for decision (during the year, the Board had 10 such monthly meetings). When required, the Board convenes between the regular meetings.

At least seven days prior to each meeting all members receive up to date reports on key areas of the business and information to support decisions. Where information is insufficient to enable the Board to discharge its duties, Board members may make further enquiries.

 

A part of each meeting is devoted to strategy and planning, and in dealing with issues of strategy, risk, performance, resource allocation, key appointments and standards of conduct, Board members use their independent judgement. In carrying out their duties, Board members may also take independent professional advice, at the Company’s expense.

 

Retirement of Directors

The Articles of Association of Abacus Group plc require that:

 

a) the Directors must submit themselves for election by shareholders at the next Annual General Meeting after appointment;

 

b) non-executive Directors who have served nine years or less on the Board and all executive Directors, are required to retire every three years; and

 

c) non-executive Directors who have served more than nine years on the Board, are required to retire annually.