Corporate Governance
Countrywide Farmers plc is not a listed company and, as such, is not required to comply with the Combined Code on Corporate Governance. The Board has, however, chosen to present this voluntary statement giving details of the principal features of the Group’s corporate governance arrangements.
Board of Directors
During the year the Board comprised two executive Directors, six non-executive farmer Directors and one independent non-executive Director. The roles of the Chairman, who is non-executive and elected by the Board, and the Managing Director, are separated. The Managing Director, supported by the Finance Director, is responsible for the operating performance of the Group. A formal schedule of matters requiring Board approval is maintained covering such areas as future strategy, approval of budgets, financial results, Board appointments and dividend policy. The Board normally meets once a month and additional meetings are called when required. Adequate information is provided by management to allow Directors to discharge their duties. In addition Directors are able, if necessary, to take independent professional advice, in the furtherance of their duties, at the Company’s expense. They seek to understand the views of shareholders about the Company. All Directors are subject to retirement by rotation and their re-election is a matter for the shareholders.
Remuneration Committee
The Remuneration Committee comprises Messrs Leece (Chairman), Hall and Holderness-Roddam.
Its remit is to determine appropriate short and long-term total reward packages for the executive Directors of the Company. The Remuneration Committee also satisfies itself that good practices apply to all Group employees through the relevant management structures.
Audit Committee
The Audit Committee comprises Messrs Hall (Chairman), Leece, Holderness-Roddam and Sir Ben Gill. It identifies and establishes the Group’s requirements regarding risk management, internal control, financial reporting, and accounting policies. Meetings are attended, by invitation, by appropriate executive Directors and the internal and external auditors. Risk management techniques are continually evaluated and refined to match the ever-changing circumstances of the Group’s operations.
Nomination Committee
The Nomination Committee comprises Sir Ben Gill (Chairman) and Messrs Pugh, Hall and Holderness-Roddam. It establishes the criteria for appointment to the Board and identifies suitable candidates. The Committee seeks to achieve a balance between executive and non-executive Directors. Details of Directors’ service contracts are available for inspection at the Company’s registered office during normal business hours and at the Annual General Meeting.
