Ace Liberty & Stone plc follows the provisions of the UK Corporate Governance Code (the “Code”) as far as practicably possible.
The Company departs from the provision of the Code in respect of the number of independent directors. The code states “The board should include an appropriate combination of executive and non-executive (and, in particular, independent non-executive) directors, such that no one individual or small group of individuals dominates the board’s decision-making. There should be a clear division of responsibilities between the leadership of the board and the executive leadership of the company’s business.” The Code also says “At least half the board, excluding the chair, should be non-executive directors whom the board considers to be independent.”
The Board of the Company consists of three executive and four non-executive directors. The non-executive directors take no part in the day-to-day management of the Company’s affairs, have no performance-related pay and provide no services to the Company. The Company therefore considers them independent, although three represent major shareholders and therefore according to the Code these they would not be considered totally independent. The fourth non-executive is the Senior Independent Director.
Board committees have a majority of non-executive directors, considered independent by the Company.
One-third of directors retire each year.
The Company believes the balance between executive and non-executive directors in a Company of this size results in a robust corporate governance regime, notwithstanding that three non-executives are not strictly, according to the Code, independent.