Directors should develop a good understanding of the needs and expectations of the Company’s shareholders, as well as the motivations behind shareholder voting decisions.
No board ever wants to find itself in a position where it is voted down by shareholders. Accordingly, it is in the interests of the company to understand the view of shareholders before a potentially controversial or unusual proposal is put to them.
Companies with a dominant shareholder must be particularly aware of the need to hear the voices of and protect the interests of minority shareholders and must therefore consider whether it is necessary to put in place contractual arrangements such as a relationship agreement.
The Board is aware of the need to protect the interests of minority shareholders, and balancing these interests with those of any more substantial shareholders.
The Board comprises the Chairman, two Executive Directors and five Non-Executive Directors. Board meetings are held at least four times a year.
The Company has a policy of appointing non-executive directors who can provide an independent view of the Company’s activities.
In some cases a non- executive may also be appointed to represent the interests of a major shareholder where the board is satisfied that he or she has the requisite experience and is fully aware of his or her fiduciary duty to act in the wider interests of shareholders as a whole.
The board does not consider that the company currently has a dominant shareholder where special contractual arrangements would be necessary to protect the interests of minority shareholders.
Appointments continue subject to rotation and re-election by shareholders at the Annual General Meeting.
A description of the roles of the Directors is included within the Board of Directors page of this website.
The Company publishes all relevant material, according to QCA definitions, on its website. This includes annual reports and shareholder circulars.