Close Brothers Group plc (the “Company”) is committed to high standards of corporate governance, corporate responsibility and risk management in directing and controlling its business. The UK Corporate Governance Code (the “Code”), issued by the Financial Conduct Authority, is the governance code which applies to UK companies with a premium listing on the London Stock Exchange.
The version of the Code, published in September 2014, was applicable to the Company throughout the year to 31 July 2016.
It is the board’s view that the Company applied the principles set out in the 2014 Code and compied fully with its provisions of best practice during the year to 31 July 2016.
The board comprises three executive directors, four independent non-executive directors and the Chairman who contribute a wide range of complementary skills and experience.
Brief biographical details of each director are set out on the Leadership section of the Who we are page of this website.
The non-executive Chairman, Strone Macpherson, was considered independent on his appointment as Chairman. The senior independent director is Geoffrey Howe.
The board believes that there is an appropriate balance of executive and non-executive directors on the board, with no individual or small group dominating its decision-making process.
The board has determined its non-executive directors to be independent in character and judgement.
The formal schedule of Matters Reserved for the board is designed to enable the board and executive management to operate within a clear governance framework. The schedule details the areas of the board’s focus which is on activities that enable it to promote shareholders’ interests, including the active consideration of strategy, the monitoring of executive action including sound systems of internal controls, and ongoing board and executive management succession. The board has developed these principles to help it fulfil its responsibilities. The board regularly keeps its work and performance under review.
The board has established four committees, composed entirely of independent non-executive directors, each with responsibility for the review and oversight of activities within its terms of reference.
The Audit Committee is chaired by Oliver Corbett and its other members are Geoffrey Howe, Lesley Jones and Bridget Macaskill. The Committee normally meets five times a year and the external auditor partner attends these meetings. The Committee chairman, Oliver Corbett, is deemed by the board to have recent and relevant financial experience.
The Remuneration Committee is chaired by Bridget Macaskill and its other members are Oliver Corbett, Geoffrey Howe and Lesley Jones. The Committee normally meets five times a year.
Nomination and Governance Committee
The Nomination and Governance Committee is chaired by Strone Macpherson and its other members are Oliver Corbett, Geoffrey Howe, Lesley Jones and Bridget Macaskill. The Committee normally meets no less than three times a year.
The Risk Committee is chaired by Lesley Jones and its other members are Oliver Corbett, Geoffrey Howe and Bridget Macaskill. The Committee normally meets five times a year.
The Company’s latest Corporate Governance report, as included in its Annual Report 2016, is available below. The report includes a statement from the Chairman and sections on:
- Governance framework
- The board
- Risk and control framework
- Risk management framework
- Risk Committee
- Audit Committee
- Nomination and Governance Committee
- Remuneration Committee
- Conflicts of interest
- Investor relations
- Substantial shareholdings
- Statement of directors’ responsibilities
Close Brothers Group has a zero tolerance to bribery and corruption. This policy extends to all the group’s business dealings and transactions in all countries in which it or its subsidiaries and associates operate. All directors and employees are required to comply with this policy.
Please click below to view the company's Articles of Association. If you would like a hard copy, contact:
The Company Secretary
Close Brothers Group plc
10 Crown Place
London EC2A 4FT
The board has overall responsibility for maintaining a system of internal control to ensure that an effective risk management and oversight process operates across the group. The risk management framework and associated governance arrangements are designed to ensure that there is a clear organisation structure with well defined, transparent and consistent lines of responsibility and effective processes to identify, manage, monitor and report the risks to which the group is, or might become, exposed.
For more information on the risk management framework, please click here.