Corporate Governance
Ace Liberty & Stone PLC is has a strong governance structure in place with the unerring goal of protecting the company's shareholders.
Governance
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, as two represent major shareholders and one has served on the Board for longer than nine years, they would not be considered totally independent according to the Code. The fourth non-executive is the Senior Independent Director.
The code also states "The chair should not remain in post beyond nine years from the date of their first appointment to the board." The Company departs from this provision as Dr Tony Ghorayeb was appointed to the Board in September 2013 and appointed Chairman in May 2016. The company has recently appointed two new executive directors as part of ongoing succession planning and considers it appropriate for the chair to remain in post to facilitate the development of a diverse and experienced board.
Board committees have a majority of non-executive directors, considered independent by the Company.
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.
Board of Directors
At the heart of Ace’s success is the Board of Directors which comprises:
- the Non-Executive Chairman,
- the Chief Executive,
- the Senior Independent Director,
- two executive directors,
- two non-executive directors.
One third of the directors is subject to re-election by rotation at the Annual General Meeting. All newly appointed directors stand for election at the Annual General Meeting following their appointment.
The Board meets at least four times each year.
Board's Responsibilities
The Board's responsibilities include:
- Approving the Company’s strategy and annual budget
- Authorising major investments, acquisitions and capital expenditure
- Monitoring the performance of the business
The non-executive directors are all considered to be independent and have a voting majority on the Board and each committee.
There are three Board Committees, each having defined terms of reference and meeting at least twice each year.
Nominations – responsible for identifying and proposing prospective candidates for directors.
Audit – reviews the audit appointment periodically, discusses the audit plan with the auditor and recommends approval of the financial statements to the Board.
Remuneration – determines on behalf of the Board the remuneration packages of the executive directors.
The members have extensive and diverse, yet complementary experience both within the property field and outside of it supported, as appropriate, by relevant qualifications. This cumulative experience not only enhances overall expertise but has also garnered a wide range of contacts – a vital element in this business.
