The Board of Directors represents the shareholders’ interests in maintaining and growing a successful business including optimising consistent long-term financial returns. The Board has a responsibility to the Group’s customers, employees and suppliers and to the communities where it operates and invests.
The Board has a schedule of matters reserved to it including, but not limited to, strategy and management, structure and capital, financial reporting controls, internal control, Board membership and other appointments, remuneration, delegation of authority, corporate governance, major acquisitions and disposals and development approvals.
Board meetings are held on a regular basis with meetings being programmed throughout the year. Additional ad-hoc meetings are arranged when necessary. Board papers are circulated one week in advance of Board meetings. The Chairman, with the assistance of the Company Secretary, is responsible for ensuring that the Board receives timely advice on all material information about the Company, its subsidiaries, activities, performance, projects and any significant variances from a planned course of progress.
All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are complied with. Directors have the right to consult with the Company’s professional advisers and to seek independent professional advice at the Company’s reasonable expense.
The Board has delegated a number of its responsibilities to the Executive, Audit, Remuneration and Nomination Committees. The terms of reference of these committees can be found at www.segro.com as can the terms of appointment for the Non-Executive Directors, Chairman and Chief Executive. One and a half days are set aside each year primarily for the development of the Group strategy.
Relations with Shareholders
The Chief Executive and Directors are the Company’s principal spokesmen with investors, fund managers, the press and other interested parties. The Chairman and Senior Independent Non-Executive Director are available to shareholders, together or separately, should they have concerns which contact through the usual channels has failed to resolve or is otherwise inappropriate. The Board is kept informed as to the detail of any such discussions with shareholders.
There are regular meetings with institutional shareholders held by the Chief Executive and Finance Director which are reported to the Board. The Chairman and the Senior Independent Non-Executive Director make themselves available for meetings with institutional shareholders and should these occur, the discussions will be reported to the Board.
Constructive Use of the Annual General Meeting
At the AGM shareholders and investors are given the opportunity to question the Board and to meet with them afterwards. They are encouraged to participate in the Meeting.
The Chief Executive gives a presentation to shareholders at the AGM on the performance of the Company.
Photographic displays and literature are available to illustrate the Company’s developments.
| Statement of Compliance |
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The Company complied with the provisions of The Combined Code on Corporate Governance (the Code) throughout the year ended 31 December 2007. The Company’s application of the principles of the Code is set out in this report and the Remuneration Report.
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