Corporate governance
Combined Code
Novae Group plc has applied the principles set out in Section 1 of the Combined Code on Corporate Governance (June 2006) (“the code”) as they apply to listed companies outside the FTSE 350 throughout the year ended 31 December 2009 and has established arrangements which it believes are appropriate for a group undertaking insurance business and associated activities. Novae Group plc was, however, listed within the FTSE 350 for part of the year ended 31 December 2008 and part of the year ended 31 December 2009 and the code as it applies to FTSE 350 companies, requires that at least half the Board, excluding the Chairman, should comprise non-executive directors deemed to be independent. During the year ended 31 December 2009, four of the five non-executive directors, including the Chairman, were independent for the purposes of this code. Novae Group plc complies with all other provisions of the code. The Group has undertaken a selection process to identify a further independent non-executive director and D J Pye was appointed as an independent non-executive director with effect from 4 March 2010.
The Board
The Board is made up of a non-executive Chairman, four non-executive directors and three executive directors. The Board meets six times a year and additionally when necessary. At each scheduled meeting directors are apprised of the Group’s underwriting performance, investment performance and financial position, together with relevant strategic issues.
Sir Bryan Carsberg is the Senior Independent Non-Executive Director. He is available to shareholders who wish to contact him.
The Board has a schedule of matters that it reserves for itself, which is reviewed annually. These matters include, amongst others, a change in the nature of the Group’s business, material acquisitions and disposals of assets, partnership or joint ventures involving the Group, certain capital expenditure, dividend policy, changes in the Group’s capital structure, approval of the Group’s financial statements and approval of all circulars and listing particulars required by the UK Listing Authority.
The directors bring to the Board a wide range of experience and skills and participate fully in decisions on key issues facing the Group. The non-executive directors have individual and collective access to the Chairman when required. The Group maintains appropriate insurance cover in respect of legal action which may be brought against the directors.
The Board has four standing committees: the Audit Committee, the Nomination Committee, the Remuneration Committee and the Risk Committee. Their Terms of Reference are available on request and are given on the Group’s website.
Chairman and Group Chief Executive
The Chairman, a non-executive director, is responsible for the running of the Board and its meetings and ensuring that effective communications are maintained with shareholders. The Chairman ensures that directors receive accurate, timely and clear information regarding the Group.
The Board is responsible to shareholders for the overall direction and control of the Group. The Group Chief Executive is responsible to the Board for the running of the Group and for the management of its senior executives within parameters set by the Board. The Group Chief Executive is also responsible for the development, recommendation and implementation of the Group’s strategic plans.
Relations with shareholders
The Group Chief Executive and other executive directors hold regular meetings with institutional shareholders to discuss the Group’s strategy and financial performance. The Chairman speaks to or meets leading institutional shareholders annually. The Senior Non-Executive Director is available to shareholders if required.
The Annual Report is designed to present a balanced and understandable view of the Group’s activities and prospects. The Chairman’s statement and the Operating and Financial Review provide an assessment of the Group’s affairs and position.
The Chairmen of each of the Audit, Remuneration and Nomination Committees are ordinarily available to shareholders at the Annual General Meeting, along with all other directors, and the Chairman of the Board ensures that investor participation in the meeting is encouraged.