As an AIM-listed company, Benchmark is not required to comply with the UK Corporate Governance Code but has voluntarily decided to do so and accordingly complies with its main principles. A copy of the UK Corporate Governance Code is available from the website of the Financial Reporting Council (www.frc.org.uk). An overview of the Company's compliance with the principles of the UK Corporate Governance Code is set out in the Directors' Report included in the latest annual report and accounts, a copy of which can be found here http://www.benchmarkplc.com/investors/company-reports-and-documents/
The Board comprises six Directors; three Executive Directors, a Non-Executive Chairman, Senior Independent Director and a further Non-Executive Director.
The Board is responsible for the long-term success of the Group, overseeing the development and delivery of strategy and conduct of the business, to generate sustainable value for shareholders. Ten Board meetings are scheduled each year and additional meetings are held as and when required.
The Company has established audit, remuneration and nomination committees, each comprising of independent Non-executive Directors, with formally delegated duties and responsibilities as follows:
The Audit Committee is chaired by Kevin Quinn with Susan Searle as a member. The Committee has the primary responsibility of monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. Its remit includes reviewing reports from the Group’s management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee is required to meet not less than twice in each financial year and has unrestricted access to the Group’s external auditors.
The Remuneration Committee is chaired by Susan Searle with Kevin Quinn as a member. The Committee is responsible for reviewing the performance of the Executive Directors and making recommendations to the Board on matters relating to their remuneration and terms of service. The Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. In exercising this role, the Committee shall have regard to the recommendations put forward in the UK Corporate Governance Code.
The Nomination Committee is chaired by Alex Hambro with Susan Searle as a member. The Committee is responsible for safeguarding the effectiveness of the Board by regularly reviewing its composition, and leading a rigorous and transparent process for the identification and appointment of new Directors. The Committee will make recommendations to the Board with regard to any changes.
Share Dealing Code
The Board intends to comply, and to procure compliance, with Rule 21 of the AIM Rules for Companies and the EU Market Abuse Regulation relating to dealings in the Company’s securities by the Directors and other applicable employees. The Company has therefore adopted a Share Dealing Code and has applied this, in the interests of best practice, to all its employees. The Company will take all reasonable steps to ensure compliance by the Directors and its employees with this Code.