The Company complies with Section 1 of the Combined Code on Corporate Governance (July 2003) and with the updated section of the 2006 Financial Reporting Council Combined Code (July 2006).
The Board and its Committees
The Hampson Industries PLC Board comprises two Executive and four Non-Executive Directors. The roles of Chairman and Chief Executive are split with clear division of responsibility. The Board is responsible for the success of the Company and for reviewing operating and financial performance; management development and succession plans; determining corporate strategy; establishing dividend policy; approving new funding and capital structure changes; reviewing and approving treasury policies; reviewing health, safety and environmental performance; approving corporate acquisitions, mergers, divestments, joint ventures and major capital expenditure; receiving, reviewing and approving recommendations regarding Audit, Nominations and Remuneration. Specific responsibilities have been delegated to the following Board Committees:
(i) Audit Committee
The Committee is composed of three Non-Executive Directors, Chaired by Mr Peter Barlow. Mr Gismondi is not a member. Meetings are attended by the Chief Executive, Finance Director and representatives of the Auditor.
(ii) Remuneration Committee
The Committee is composed of the Non-Executive Directors, Chaired by Mr Stephen Henwood. The Committee, which meets at least annually, is advised by the Kepler Associates Limited.
(iii) Nominations Committee
The Committee is composed of the Non-Executive Directors and the Chief Executive, Chaired by Mr Stephen Henwood. The Committee, which meets as required, assesses and recommends candidates for appointment as Directors.