Our Board

The Board is committed to ensuring that high standards of corporate governance are maintained by Norcros plc and is accountable to the Company’s shareholders for good corporate governance. Its policy is to manage the affairs of the Company in accordance with the principles of the UK Corporate Governance Code referred to in the Listing Rules of the UK Listing Authority. For the year under review, the Company has complied with the UK Corporate Governance Code 2018 (the Code) in all respects save for the following matters concerning David McKeith arising from the illness and tragic death of Gary Kennedy. These were instances of noncompliance with provision 24 and 19 respectively.

  • David held the role of Chair of the Audit and Risk Committee whilst also acting as Board Chair. He ceased to chair and be a member of the Audit and Risk Committee when Stefan Allanson became Chair of that Committee at the conclusion of the 2023 AGM; and
  • David was appointed as a Director in July 2013. His directorship therefore exceeded nine years. It was intended that he would step down from the Board after the 2022 AGM as soon as a new Chair of the Audit and Risk Committee had been appointed, but David stayed on as a Director for the reasons given above. David did not seek re-election at the 2023 AGM, when Steve Good was appointed as Chair.

A copy of the Code is publicly available from www.frc.org.uk.

UK Corporate Governance Code

As envisaged by the UK Corporate Governance Code, the Board has established three Committees: an Audit and Risk Committee, a Nomination Committee and a Remuneration Committee. The Company complies with the UK Corporate Governance Code recommendation that the board of directors of a company the size of Norcros should include a chair and two independent non-executive directors.

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Audit & Risk Committee

The main responsibilities of the Audit and Risk Committee are:

  • monitoring the integrity of the financial statements of the Company and any formal announcements relating to the Company’s financial performance, and reviewing significant financial reporting judgements contained in them;
  • providing advice (where requested by the Board) on whether the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy; reviewing the Company’s internal financial controls and internal control and risk management systems;
  • reviewing the Company's internal financial controls and internal control and risk management systems;
  • monitoring and reviewing the effectiveness of the Company’s Internal Audit and Risk Assurance function;
  • at the appropriate time, conducting the tender process and making recommendations to the Board about the appointment, reappointment and removal of the external auditor, and approving the remuneration and terms of engagement of the external auditor;
  • reviewing and monitoring the external auditor’s independence and objectivity; and
  • reviewing the effectiveness of the external audit process, taking into consideration relevant UK professional and regulatory requirements.
TERMS OF REFERENCE

Remuneration Committee

The main responsibilities of the Remuneration Committee are to:

  • determining the remuneration policy and keeping it under review, including consulting with, and obtaining approval from, shareholders as appropriate;
  • implementing the approved remuneration policy as regards to Executive Director remuneration, benefits and incentives, including the setting of targets and determination of payouts of all incentive
    arrangements;
  • ensuring alignment of the remuneration structure for senior executives to the Executive Directors’ remuneration policy, including approval of changes to packages;
  • reviewing the Executive Directors’ remuneration policy and the approach to implementation, in the context of pay policies and practices across the wider workforce, and the Group’s culture; and
  • preparing the Annual Report on Remuneration, to be approved by the members of the Company at the
    Annual General Meeting.
TERMS OF REFERENCE

Nomination Committee

The main responsibilities of the Nomination Committee are:

  • evaluating the balance of skills, knowledge, independence, diversity and experience of the Board;
  • succession planning for the Board and at senior management level;
  • determining the scope of the role of a new Director and the skills and time commitment required and making recommendations to the Board about filling Board vacancies and Board succession; and
  • appointing Directors.
TERMS OF REFERENCE

Share dealing code

The Company has adopted a code of securities dealings in relation to the ordinary shares which is based on, and is at least as rigorous as, the requirements of the Market Abuse Regulations. The code adopted will apply to the Directors and other relevant employees of the Group.