Introduction to our Corporate Governance Good Energy Group constantly keeps its corporate governance arrangements under review. Good Energy Group aims to comply with the highest level of these codes, and respond to developments appropriately. The shares of Good Energy Group PLC are traded on Plus Markets and as such the Company is bound by their regulations.
The Chairman is responsible for applying best Corporate Governance practice within all operations of the Group. He is familiar with the provisions of the Combined Code on Corporate Governance as issued by the Financial Reporting Council in June 2006 (the “Code”) and applies these provisions in all material respects. The role of Chairman and Chief Executive are split. The Chief Executive is accountable to the Board for the operating and financial performance of the businesses. The Board is responsible for setting strategy and medium term plans, approving the appointment of senior staff, setting remuneration and devising incentive programmes, agreeing financial and accounting policies and ensuring that the shareholders are properly informed about the state of the businesses.
The Good Energy Board meets at least twelve times per year. It consists of the Chief Executive, the non-executive Chairman, and two non-executive Directors. Non-executive Directors do not participate in any incentive bonus or share option schemes.
The size of the Board is considered appropriate for the size of the enterprise. It has a sufficient range of relevant operational and financial experience to be able to discharge its responsibilities without the formality of individual committees as envisaged by the Code. The Board takes external advice as appropriate, and the Group Financial Controller attends all meetings to ensure that the Board is properly informed on all financial matters.
Any deviations from the Code are permitted in the Code’s exceptions for small unquoted companies. In Good Energy’s case, the principal deviations are: Three of the four Directors have substantial shareholdings in the Company, in aggregate representing approximately 25% of the issued capital. The Company appointed an Independent Director in 2005: he has no shareholding in the Company. No decisions have ever been made by the Board except by unanimous agreement. The Directors are not required to retire by rotation. The detailed proceedings of Board Meetings in relation to their deliberations on remuneration, auditing and other subjects nominated by the Code are not disclosed in the Company’s Report and Accounts.
|
