Q: The Board of DirectorsA:
The Board has overall responsibility for the conduct of the Group’s business and for ensuring that Arrow Global’s obligations to its shareholders and others are understood and met. The names, responsibilities and other details of the Directors are set out in the “Our Board” section.
Q: Corporate governanceA:
The board is responsible for setting the strategic direction of the Group and ensuring that it has adequate resources and appropriate controls, values and standards in place to deliver its strategy within a framework which enables risk to be identified and managed. Each board director is aware of his/her responsibilities, individually and collectively, to promote the long-term success of the Group.
Members of the Board
The board is committed to the highest standards of corporate governance. The board comprises seven directors, including the Chairman, two executive directors and four independent non-executive directors, one of whom is the senior independent director. The board regarded Jonathan Bloomer, Company Chairman, as independent upon his appointment and regards Iain Cornish, Lan Tu, Maria Luís Albuquerque and Andrew Fisher as independent non-executive directors for the purposes of the UK Corporate Governance Code. Iain Cornish is the Company’s senior independent director (the “SID”). The SID is available to shareholders if they have concerns that the normal channels of Chairman, or other executive directors have failed to resolve or for which such channels of communication are inappropriate.
Independent non-executive directors
Where a company, such as Arrow Global, is outside the FTSE 350, the UK Corporate Governance Code recommends that the board of directors comprises at least two ‘independent’ non-executive directors. Arrow Global Group PLC (being outside the FTSE 350 and having five independent non-executive directors including the Chairman of the Company) complies with this recommendation.
Our board committees
In order to provide effective oversight and leadership, the board has established a number of board committees with particular responsibilities. The work of the board committees is discussed in their individual reports contained in the Annual Report and Accounts 2016. The terms of reference of each of these committees are available below.
Audit and risk committee
The combined audit and risk committee’s primary role was monitoring the integrity of the Group’s financial reporting and reviewing the Group’s risk management and internal control systems.
The audit and risk committee was formally separated with effect from 25 January 2017. The board, supported by the nomination committee, considered that, given the increased geographic footprint, complex regulatory environments and the consequent impact on risk exposures, it was now appropriate to operate separate audit and risk committees, as is the case in many other listed financial services companies.
Chair: Iain Cornish (throughout 2016 and to 24 January 2017)
Audit committee chair: Andrew Fisher (from 25 January 2017)
Risk committee chair: Iain Cornish (from 25 January 2017)
The remuneration committee is responsible for approving remuneration policy and reviewing the effectiveness of its implementation. The committee also considers senior executive remuneration and makes recommendations to the board on the remuneration of executive directors.
Chair: Lan Tu
The nomination committee is responsible for considering and making recommendations to the board in respect of appointments to the board, the board committees and the chairmanship of the board committees. It is also responsible for keeping the structure, size and composition of the board under regular review, and for making recommendations to the board with regard to any changes necessary. Furthermore, the nomination committee is required to manage the process for evaluating the performance of the board.
Chair: Jonathan Bloomer MBE
The disclosure committee is responsible for monitoring, evaluating and enhancing disclosure controls and procedures of the Group. The disclosure committee is also required to assist the Company and the Group to make timely and accurate disclosure of all information where disclosure is required to meet legal and regulatory obligations.
Chair: Lee Rochford
UK Corporate Governance Code
Throughout the year ended 31 December 2016, the Company complied with all relevant provisions of the 2014 Edition of the UK Corporate Governance Code, which sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability and relations with shareholders.