Corporate Governance
The Board recognises the value and importance of high standards of corporate governance and intends to observe the requirements of the QCA Code.
| Directors | The Board comprises the following persons: John Richards, Chairman;
Senior Management (PDMRs) The Board is supported by the following Senior Managers: Richard Cosgrove, Managing Director of the Bricks and Building Materials and Importing Divisions;
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| Corporate Governance | The Board recognises the value and importance of high standards of corporate governance and intends to observe the requirements of the QCA Code. The Board will continue to be responsible for the overall management of the Group including the formulation and approval of the Group’s long term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of the Group’s strategy, policies and plans. Whilst the Board may delegate specific responsibilities, there will be a formal schedule of matters specifically reserved for decision by the Board. The Board currently comprises seven directors, of whom two are executive and five are non-executive. The Board considers all of the non-executives to be independent for the purposes of the QCA Code save for John Richards and Clive Norman. The Board has established an audit committee, remuneration committee, nomination committee and disclosure committee with formally delegated duties and responsibilities, as described below. | |
| Audit Committee | The audit committee has responsibility for monitoring the integrity of the Group’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Group’s internal control and risk management systems, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The audit committee comprises Susan McErlain, Sharon Daly (nee Collins) and is chaired by David Simpson. The audit committee will meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee also meets regularly with the Group’s external auditors. The terms of reference for the audit committee can be viewed here. | |
| Remuneration Committee | The remuneration committee has responsibility for determining and agreeing with the Board the framework for the remuneration of the chairman, the Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of such persons including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of non-executive Directors will be a matter for the chairman and the executive members of the Board. No Director will be involved in any decision as to his or her own remuneration. The remuneration committee comprises Susan McErlain, David Simpson and is chaired by Sharon Daly (nee Collins). The remuneration committee will meet as and when necessary. The terms of reference for the remuneration committee can be viewed here. | |
| Nomination Committee | The Nomination Committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. The Nomination Committee also has responsibility for recommending new appointments to the Board and to the other Board committees. It is responsible for identifying suitable candidates for board membership and monitoring the performance and suitability of the current Board on an on-going basis. The nomination committee comprises Sharon Daly (nee Collins), Susan McErlain, Clive Norman and David Simpson and is chaired by John Richards. The nomination committee will meet as and when necessary. The terms of the reference for the nomination committee can be viewed here. | |
| Disclosure Committee | The disclosure committee provides support to the Board in relation to compliance with UK Market Abuse Regulations, the Disclosure and Transparency Rules and AIM Rules and the identification, control and disclosure of “inside information”. The disclosure committee comprises Frank Hanna, Mike Gant and is chaired by John Richards. The disclosure committee will meet at such times and in such manner (including by telephone) as shall be necessary or appropriate. The terms of reference for this committee can be viewed here. | |
| Section 172 Statements | The Companies (Miscellaneous Reporting) Regulations 2018 requires Brickability Group PLC and certain of its subsidiary companies to publish a statement explaining how the Directors have given due regard to the matters set out in Section 172(1) (a) to (f) of the Companies Act 2006 while performing their duty to promote the success of the Company for the benefit of its members as a whole (s.172 statement). The s.172 statement for Brickability Group PLC can be found on pages 28 and 29 of the annual report for the year ended 31 March 2023. The section 172 statements for the subsidiary companies can be viewed here:
Brick-ability Ltd S172(1) Statement |