Corporate governance statement
Relations with shareholders
The executive directors meet with institutional shareholders on a regular basis. The Chairman is responsible for ensuring that appropriate channels of communication are established between the executive directors and shareholders and for ensuring that the views of shareholders are made known to the entire board. Independent reviews of shareholder views are commissioned and the board receives regular updates on investor relations.
The board seeks to present the Company’s position and prospects clearly. Annual reports, circulars, and announcements made by the Company to the London Stock Exchange are posted on the Company’s website (www.ipfin.co.uk).
The Company gives at least 20 working days’ notice of the AGM. Its policy is that the Chairman of each of the board committees will be available to answer questions from shareholders and there is an opportunity for shareholders to ask questions on each resolution proposed. Details of proxy votes are made available to shareholders and other interested parties by means of an announcement to the London Stock Exchange and on the Company’s website.
Statement of compliance with the Combined Code
The Company complied with all the provisions in Section 1 of the Combined Code throughout 2008 with the following two exceptions.
Code provision A.2.1: From 1 January to 22 October 2008, the Company had an Executive Chairman who carried out, in part, Chief Executive responsibilities. The arrangement of an Executive Chairman / Chief Operating Officer was chosen initially in order to ensure that the Group had the necessary depth of management resource to support its development in the immediate period following the demerger from Provident Financial plc in July 2007. However, some time after the demerger, the board took the view that it was now appropriate to move to a more conventional board structure and on 22 October 2008 the Chairman became non-executive and the Chief Operating Officer became Chief Executive Officer.
Code provision B.1.1: The International Personal Finance plc Incentive Plan provides a one-off (rather than phased) incentive to the senior executive team in the three-year period following the demerger. This is designed to incentivise them to achieve the Company’s plans and strategic targets during this critical period in the development of the Company.
Approved by the board on 23 March 2009.
Rosamond Marshall Smith
General Counsel & Company Secretary
23 March 2009