The Directors acknowledge the importance of good corporate governance and apply the principles of the QCA Corporate Governance Code so far as is practicable and appropriate to a company of the size and nature of Europa.
This page was last updated 20 July 2022.
Chairman’s statement on Corporate Governance
Simon Oddie is Chief Executive Officer, Brian O’Cathain is independent non-executive Chairman., William Ahlefeldt and Stephen Williams are independent non-executive Directors. Stephen Williams chairs the Audit Committee and Remuneration Committee, Brian O’Cathain chairs the Nominations Committee..
All of the NED’s are considered by the Board to be independent.
Two of the Board’s Non-Executive Directors: Stephen Williams and Brian O’Cathain hold share options. Whilst recognising that the granting of options to Non-Executive Directors is contrary to the principles of the QCA Corporate Governance Code, the Board views this to be part of a balanced remuneration package to attract and retain high quality candidates and considers the numbers of options to have no effect upon the independence of these Directors.
William Ahlefeldt, has been a Board members for more than the nine years recommended by QCA Corporate Governance Code. The Board believes William to be independent in character and free from any relationship that could affect his independent judgement. The appointment of Simon Oddie and Brian O’Cathain in January 2018 and Stephen Williams in March 2020 has compensated somewhat for William’s seniority and reduced the average tenure of the Board. Directors serving more than 6 years will continue to be proposed for re-election at each AGM.
Members of the Board of Directors are listed here, including their relevant experience, skills and personal qualities. There is an appropriate breadth of experience covering the key aspects of the business including technical, operational, financial and international. The gender balance needs to be addressed and is under consideration. It is the responsibility of each director to keep skills up to date with the assistance of the Chairman who has a core responsibility in addressing the development needs of the Board as a whole with a view to enhancing its overall effectiveness.
NED’s are expected to devote such time as is necessary for the proper performance of their duties including attendance at seven Board meetings per year, the AGM, and Board committee meetings. The minimum numbers of meeting for committees are: Audit Committee two; Remuneration Committee one; Nomination Committee one and ESG Committee one. Following a review the Board resolved to establish an ESG Committee in January 2022. Meetings held and attendance records of all directors for the period 1 August 2021 to 31 July 2022 are set out below:
Board | ESG Committee | Audit Committee | Remuneration Committee | Nominations Committee | Strategy Committee | |
Attended /Possible |
Attended /Possible |
Attended /Possible |
Attended /Possible |
Attended /Possible |
Attended /Possible |
|
SG Oddie | 6 / 6 | 1 / 1 | 2 / 2 | 1 / 1 | 1 / 1 | 1 / 1 |
CW Ahlefeldt-Laurvig | 6 / 6 | 1 / 1 | 2 / 2 | 1 / 1 | 1 / 1 | 1 / 1 |
BJ O’Cathain | 6 / 6 | 1 / 1 | 2 / 2 | 1 / 1 | 1 / 1 | 1 / 1 |
SA Williams | 6 / 6 | 1 / 1 | 2 / 2 | 1 / 1 | 1 / 1 | 1 / 1 |
W Holland | 1 / 1 | 0 / 0 | 0 / 0 | 0 / 0 | 0//0 | 1 / 1 |
Board Committees call on external advisers where this is deemed necessary. During 2022 this has not been required.