Corporate Governance

The Board recognises the importance of sound corporate governance and has adopted policies and procedures which reflect the principles of the UK Corporate Governance Code. The directors have a broad range of strategic, financial and governance experience relevant to our industry, which will enable the Company to become a world-leading fertilizer business.

The Board

The Board provides leadership of the Company and direction for Management. It is responsible for the long-term success of the Company and for ensuring the appropriate management and operation of the Company in pursuit of its objectives.

The Board is comprised of eight Directors, which includes the Non-Executive Chairman, two Executive Directors and five other independent Non-Executive Directors.

The Board believes that there is an appropriate balance of skills, experience, independence and knowledge on the Board. The Board also believes that there is an appropriate balance of Executive and Non-Executive Directors. The Board considers all of its Non-Executive Directors to be independent.

The roles of the Chairman and Chief Executive are held separately and their responsibilities are clearly documented and established in writing (please click here). Russell Scrimshaw is the Chairman and is responsible for the leadership and effective running of the Board. Chris Fraser is the Chief Executive and is responsible for the running of the Group’s business and implementation of the strategy and policies adopted by the Board.

Noel Harwerth is the Senior Independent Director (SID) of the Company, having been appointed on 25 April 2017. As well as being available to shareholders whose concerns have not been resolved through normal channels or when such channels would be inappropriate, the SID provides a sounding board for the Chairman and serves as an intermediary for the other Directors, where necessary. The SID also has responsibility for leading the annual appraisal of the Chairman’s performance. The responsibilities of the SID responsibilities are clearly documented and established in writing (please click here).

Louise Hardy, Jane Lodge and Noel Harwerth are independent in character and independent in judgement and are therefore independent Non-Executive Directors in accordance with the Code. Lord Hutton and Keith Clarke hold share options in the Company. Notwithstanding these share options, the Board considers Lord Hutton and Keith Clarke to be independent in character and independent in judgement and therefore deemed to be independent Non-Executive Directors.

The Board has regular scheduled meetings and has a formal schedule of matters requiring its approval and specifically reserved for its decision, which form the core of the Board’s agenda (click here). The Board has also delegated certain aspects of its responsibilities to four Committees: the Audit Committee, the Nominations Committee, the Remuneration Committee and the Disclosure Committee.

Audit Commitee

The Audit Committee is made up of three members: Jane Lodge (Committee Chair), Keith Clarke and Noel Harwerth, who are all independent Non-Executive Directors.

The main role of the Audit Committee includes:

• monitoring the integrity of the Company’s financial statements, including reviewing its annual and half-year financial statements and accounting policies;

• reviewing the effectiveness of the external audit, internal controls, risk management, whistleblowing and fraud systems in place across the group; and

• overseeing the relationship with the Company’s auditor, PricewaterhouseCoopers LLP.

The Terms of Reference can be found here.

Remuneration Committee

The Remuneration Committee is made up of four members: the Chairman of the Board (Russell Scrimshaw) and three independent Non-Executive Directors (Lord Hutton, Louise Hardy and Jane Lodge). The Chairman of the Remuneration Committee is Lord Hutton.

The main role of the Committee is to:

• review the ongoing appropriateness and relevance of the remuneration policy;

• review and approve the remuneration packages of the Executive Directors;

• recommend and monitor the level and structure of remuneration of senior management; and

• produce the Annual Report on the Directors’ remuneration.

The Terms of Reference can be found here.

Nominations Committee

The Nominations Committee comprises Keith Clarke (Committee Chair) and Noel Harwerth, who are both independent Non-Executive Directors, and Russell Scrimshaw, the Board Chairman.

The main role of the Committee is to:

• review the structure, size and composition of the Board and to identify and propose to the Board suitable candidates to fill Board vacancies;

• keep under review the leadership needs of the Company both executive and non-executive; and

• assist with the annual performance evaluation process for the Board and its Committees.

The Terms of Reference can be found here.

Disclosure Committee

The Disclosure Committee comprises Chris Fraser (Managing Director and CEO), Thomas Staley (Finance Director and CFO), Nicholas King (General Counsel and Company Secretary) and Gareth Edmunds (External Affairs Director). Chris Fraser is the Chair of the Committee.

The Committee ensures that the Company is able to make timely and accurate disclosure of all information that is required to be disclosed to the market in accordance with its legal and regulatory obligations as a company with Officially Listed securities which have been admitted to trading on the Main Market. The creation of the Disclosure Committee is not required by the Code but, in ensuring that the Company has in place systems and procedures to enable it to discharge its obligations, was considered an appropriate response and one which has been widely adopted by other companies.

The Disclosure Committee met a number of times during the year as was necessary and appropriate to fulfil its responsibilities.

The Terms of Reference can be found here.

Internal controls

The Group’s strategy exposes it to various risks. The Board is responsible for determining the nature and extent of the risks that the Group is willing to take in achieving its strategic objectives.

The Group has a system of internal controls which is designed to manage and mitigate these risks and which the Board is responsible for. This system is in accordance with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting as issued by the Financial Reporting Council and its key features include:

• a defined organisational structure with appropriate delegation of authority and clearly defined lines of reporting and responsibility, whereby the incurring of expenditure and assumption of contractual commitment can only be approved by specified individuals and within pre-defined limits;

• formal authorisation procedures for all banking transactions, expenditure and investment decisions;

• a comprehensive system for budgeting and planning whereby annual budgets are prepared and approved by the Board and subsequently monitored with variances reported to the Board at Board meetings; and

• regular and comprehensive information provided to the Board from the Group’s senior management team, covering financial performance and key performance indicators, including non-financial measures.

Communication with shareholders

The Board places importance on effective communication with shareholders and maintains regular dialogue with and gives briefings to analysts and institutional investors. Presentations are generally given by the Executive Director and senior members of the executive management and on occasion by the Chairman. In particular a presentation is made at the Annual General Meeting.

Care is taken to ensure that any price-sensitive information is released promptly to all shareholders through the Regulated News Service, the circulation of such releases to all shareholders who have registered for inclusion on the Company’s circulation list and through placing the release on the Company’s website. The Notice of Annual General Meeting, annual report and audited accounts and interim financial statements in particular are issued in this manner.

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