Introduction to governance
We continually review the framework within which we operate and the processes implemented to ensure that they reflect the complexities of our business and, whilst acknowledging our size, are also capable of adding value as the business grows. The Company seeks guidance as set out in the “Corporate Governance Code for Small and Mid-Size Quoted Companies” published in 2013 by the Quoted Companies Alliance (the “QCA Corporate Governance Code”).
The Board sets out the overall strategic direction for Belvoir, regularly reviews management performance and ensures that the Group has the right level of resources available to support our strategic goals. The Board is satisfied that the necessary controls and resources are in place such that these responsibilities can be properly addressed.
Within Belvoir we promote a culture of good governance in dealing with all key stakeholders: our franchisees, our employees, our customers and our shareholders. This section of the annual report describes our corporate governance structures and processes and how they have been applied throughout the year ended 31 December 2017.
Chairman, Belvoir Lettings plc
The Board ensures that the Company adopts proper standards of corporate governance and that the principles of best practice as set out in the QCA Corporate Governance Code are followed so far as is practicable and appropriate to the size and nature of the Company and the constitution of the Board. Set out below is a summary of how, at 31 December 2017 and for the year then ended, the Company was applying the key requirements of the Code.
Throughout the year the Board comprised a Chairman, three Executive Directors and two Non-Executive Directors. At every AGM one-third of the Directors must retire by rotation. Notwithstanding their small shareholdings, both Non-Executive Directors are considered to be independent.
The Board has ten scheduled meetings a year, but meets more frequently if required, and has full and timely access to all relevant information to enable it to carry out its duties.
The Board reserves for itself a range of key decisions such as strategy, acquisitions, significant contracts and internal controls, to ensure it retains proper direction and control of the Group, whilst delegating authority to individual Directors who are responsible for the Executive management of the business.
With effect from July 2017, the roles of Chairman and Chief Executive Officer have been separated and are no longer held by the same individual. There is a clear division of responsibilities at the head of the Company between the running of the Board and the running of the Group’s operations.
The role of the Chairman is to manage the Board in the best interests of its stakeholders, to ensure that shareholders’ views are communicated to the Board and to be responsible for ensuring the Board’s integrity and effectiveness.
The role of the Chief Executive Officer is to manage the Group on a day-to-day basis, to ensure that Board decisions are implemented effectively and to develop and propose Group strategy to the Board.
The Board considers the current Board structure appropriate for the Company. There are processes in place enabling Directors to take independent advice at the Company’s expense in the furtherance of their duties and to have access to the advice and services of the Company Secretary.
Composition and roles
The QCA Corporate Governance Code provides that the Board should be balanced between Executive and Non-Executive Directors and should have at least two independent Non-Executive Directors.
As of 31 December 2017.