Corporate governance statement
Introduction
This statement explains how the Company applied the principles set out in Section 1 of the Combined Code published by the Financial Reporting Council in June 2006 (‘the Combined Code’) in the financial year ending on 31 December 2008. The statement of compliance is at the end of this statement.
The board
Members and attendance
The board leads and controls the Company. The members and their attendance at board meetings in 2008 were as follows.
| Name | Number of meetings | Number attended |
|---|---|---|
| Christopher Rodrigues (Chairman) | 9 | 9 |
| John Harnett (Chief Executive Officer) | 9 | 9 |
| David Broadbent (Finance Director) | 9 | 9 |
| Charles Gregson (Non-executive director) | 9 | 8 |
| Tony Hales (Non-executive director) | 9 | 9 |
| Ray Miles (Non-executive director) | 9 | 8 |
| Nick Page (Non-executive director) | 9 | 9 |
In addition to its board meetings, the board held a strategy retreat in April 2008 which was attended by all the directors.
Governance
The board has a formal schedule of matters specifically reserved to it for decision. These include corporate strategy, approval of budgets and financial results, new board appointments, proposals for dividend payments and the approval of all major transactions.
The board has approved a statement of the division of responsibilities between the Chairman and the Chief Executive Officer. The Chairman is responsible for chairing board meetings and monitoring their effectiveness and chairing the annual general meeting (‘the AGM’) and nomination committee. The Chief Executive Officer is responsible for developing and implementing the strategy agreed by the board and for all executive matters (apart from those reserved to the board and the board committees) and will delegate accordingly.
There are five principal board committees. Their written terms of reference are available on the Company’s website (www.ipfin.co.uk) and from the Company Secretary.
Chairman
The Chairman is also Chairman of VisitBritain and a non-executive director of Ladbrokes plc. Since the beginning of 2009 he has been acting Chief Executive of VisitBritain on a temporary basis.
Non-executive directors
The non-executive directors have been appointed for a fixed period of three years. The initial period may be extended for a further period, subject to re-election by shareholders. Their letters of appointment may be inspected at the Company’s registered office and are available from the Company Secretary. Each of the non-executive directors has been formally determined by the board to be independent for the purposes of the Combined Code.
Ray Miles, the senior independent director, is available to shareholders if they have concerns which contact through the normal channels of Chairman, Chief Executive Officer and Finance Director has failed to address or for which such contact is inappropriate.
Re-election of directors
Under the Company’s Articles of Association, each director must offer himself for re-election every three years. After nine years a director, other than an executive director, must offer himself for re-election annually. A director who is initially appointed by the board is subject to election at the next AGM.
Policy on other board appointments
The board has approved a policy on other directorships, any request for an exception to which is considered on its merits. A full-time executive director will be permitted to hold one non-executive directorship (and to retain the fees from that appointment) provided that the board considers that this will not adversely affect his executive responsibilities.
The Company’s policy is that the Chairman and the non-executive directors should have sufficient time to fulfil their duties as such, including chairing a board committee as appropriate. A non-executive director should not hold more than four other material non-executive directorships. If he holds an executive role in another FTSE 350 company, he should not hold more than two other material non-executive directorships.
Performance evaluation
The board has carried out an evaluation of its performance and that of its committees and individual directors in 2008. The Chairman was primarily responsible for this evaluation. Directors completed a questionnaire on different aspects of the board and its committees and the performance of individual directors. The senior independent director was responsible for collating comments on the Chairman’s performance. A summary of the evaluation was presented to the board which considered the results of the evaluation.
Company Secretary and independent advice
All directors are able to consult with the Company Secretary. The appointment and removal of the Company Secretary is a matter for the board. The Company Secretary is secretary to the five principal board committees. There is a formal procedure by which any director may take independent professional advice at the Company’s expense relating to the performance of his duties.
Meetings
Seven board meetings and a strategy retreat are scheduled for 2009. A detailed agenda and a pack of board papers are sent to each director a week before each meeting so he has sufficient time to review them. Additional meetings are convened if required and there is contact between meetings where necessary. The Chairman has held sessions with the non-executive directors without executive directors present, and the non-executive directors have met without the Chairman.
Training
The Company’s policy is to provide appropriate training to directors, taking into account their individual qualifications and experience, including environmental, social and governance training as appropriate.