Governance

Serica’s Board is focused on strong corporate governance and effective risk management.

Board composition

The Board of Directors acknowledges the importance of corporate governance. The Board has adopted the Quoted Companies Alliance Code (the ‘QCA Code’). The Directors believe that the QCA Code provides the Company with the right framework to maintain a strong level of governance.

The Board of the Company currently consists of the Chair (the ‘Chair’), two Executive Directors, four Independent Non-Executive Directors (‘INEDs’) and two Non-Executive Directors (‘NEDs’). Kate Coppinger holds the position of Senior Independent Director.

Alongside the Chair, the INEDs and NEDs have the range of experience and calibre to bring judgement on issues of strategy, performance, resources and standards of conduct which is vital to the success of the Group.

The Board retains full and effective control over the Company. The Company holds regular Board meetings at which financial, operational, risk and other reports are considered and, where appropriate, voted on. The Board is responsible for the Group’s strategy, performance, risk, key financial and compliance issues, approval of any major capital expenditure and the framework of internal controls. The Board Committees provide regular updates at each Board meeting. The matters reserved for the Board include, amongst others, approval of the Group’s long-term objectives, policies and budgets, changes relating to the Group’s management structure, approval of the Group’s Annual Report and Accounts and ensuring maintenance of sound systems of internal control.

There is a clearly defined organisational structure with lines of responsibility and delegation of authority to executive management. The Board is responsible for monitoring the activities of the executive management team. The Chair has the responsibility of ensuring that the Board discharges its responsibilities and is also responsible for facilitating full and constructive contributions from each member of the Board in determination of the Group’s strategy and overall commercial objectives. In the event of an equality of votes at a meeting of the Board, the Chair has a second or casting vote.

In this section