Punch Taverns plc 2011 Annual Report
Punch Taverns plc 2011 Annual Report
Punch Taverns plc 2011 Annual Report
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<strong>Punch</strong> <strong>Taverns</strong> <strong>plc</strong><br />
<strong>Annual</strong> <strong>Report</strong> and Financial Statements <strong>2011</strong><br />
27<br />
Corporate governance statement<br />
The Company is committed to high standards of corporate<br />
governance and demonstrates this by being fully compliant with<br />
all the provisions of the 2010 UK Corporate Governance Code<br />
(the ‘Code’) and chapter 7 of the Disclosure and Transparency<br />
Rules (the ‘DTR’) throughout the period from 22 August 2010 to<br />
20 August <strong>2011</strong>. A copy of the Code is available on the Financial<br />
<strong>Report</strong>ing Council’s website (www.frc.org.uk).<br />
This report, together with the Directors’ report (which includes<br />
information as required by section 7.2.6 of the DTR, as permitted<br />
by section 7.2.9 of the DTR) and the <strong>Report</strong> on Directors’<br />
remuneration, provides an overview of how the Group has<br />
applied the principles of the Code throughout the period.<br />
It details the work and activities undertaken by the Company’s<br />
relevant Committees and sets out the key features of the<br />
Company’s governance structure.<br />
The role of the Board<br />
The Company is headed by an effective Board which<br />
is collectively responsible for the long-term success of<br />
the Company.<br />
The work of the Board is structured around scheduled Board<br />
meetings which are linked to key events in the Company’s<br />
corporate calendar, with additional meetings and conference<br />
calls convened to consider matters which are time-critical or<br />
which require further discussion.<br />
Together the Board is collectively responsible to the Company’s<br />
shareholders for the Group’s performance and sets the strategic<br />
aims and objectives of the Group to fulfil this responsibility.<br />
The Board determines the Company’s key policies, agrees on<br />
performance criteria and delegates to senior management their<br />
planning and implementation. Overall, the Board ensures that<br />
all necessary resources are in place in order for the Company<br />
to meet its objectives and that all decisions are taken objectively<br />
and in the interest of the Company and its shareholders.<br />
Whilst the Board has delegated the normal operational<br />
management of the Company to the Executive Directors and<br />
other senior management, it retains a schedule of matters which<br />
are dealt with by the Board. These include, amongst others,<br />
strategy and management, structure and capital, financial<br />
reporting and controls, significant contracts, material acquisitions<br />
and disposals, investments and capital projects.<br />
During the period the Board held 12 scheduled Board meetings,<br />
the attendance of which was as follows:<br />
Board<br />
meetings<br />
Nomination<br />
and<br />
Governance<br />
Committee<br />
meetings<br />
Audit<br />
and Risk<br />
Committee<br />
meetings<br />
Remuneration<br />
Committee<br />
meetings<br />
Director<br />
Roger Whiteside 11/12 N/A N/A N/A<br />
Steve Dando 1 8/8 N/A N/A N/A<br />
Peter Cawdron 2 12/12 4/4 N/A 0/0<br />
Ian Dyson 3 12/12 0/0 0/0 N/A<br />
Ian Fraser 4 12/12 N/A 7/7 5/5<br />
Mark Pain 5 11/12 3/3 7/7 5/5<br />
Mike Tye 6 12/12 N/A N/A N/A<br />
Phil Dutton 7 4/4 N/A N/A N/A<br />
Walker Boyd 8 4/4 N/A N/A N/A<br />
Ian Wilson 9 5/5 1/1 2/2 N/A<br />
Tony Rice 10 12/12 4/4 4/5 5/5<br />
1<br />
Steve Dando was appointed to the Board on 10 May <strong>2011</strong> and appointed<br />
as acting Finance Director on 1 February <strong>2011</strong>.<br />
2<br />
Peter Cawdron was appointed Chairman of the Nomination and<br />
Governance Committee on 25 January <strong>2011</strong> and was appointed as a<br />
member of the Remuneration Committee on 1 August <strong>2011</strong>. Peter retired as<br />
Chairman on 15 September <strong>2011</strong> and was replaced by Stephen Billingham.<br />
3<br />
Ian Dyson was appointed as Chief Executive Officer on 6 September 2010<br />
and resigned on 1 August <strong>2011</strong> but he remains on the Board as a<br />
Non-executive Director. Ian was appointed to the Nomination and<br />
Governance Committee and Audit and Risk Committee on 1 August <strong>2011</strong>.<br />
4<br />
Ian Fraser is Chairman of the Audit and Risk Committee.<br />
5<br />
Mark Pain was appointed to the Nomination and Governance Committee<br />
on 25 January <strong>2011</strong>. At demerger on 1 August <strong>2011</strong> Mark was appointed<br />
Senior Independent Non-executive Director in place of Tony Rice and was<br />
appointed Chairman of the Remuneration Committee.<br />
6<br />
Mike Tye resigned from the Board at demerger on 1 August <strong>2011</strong>.<br />
7<br />
Phil Dutton resigned on 17 December 2010.<br />
8<br />
Walker Boyd was appointed on 12 April <strong>2011</strong> and resigned on 1 August <strong>2011</strong>.<br />
9<br />
Ian Wilson resigned from the Board, the Nomination and Governance<br />
Committee and the Audit and Risk Committee on 25 January <strong>2011</strong>.<br />
10<br />
Tony Rice was appointed to the Audit and Risk Committee on 25 January<br />
<strong>2011</strong>. Tony, as Senior Independent Non-executive Director, resigned from<br />
the Board at demerger on 1 August <strong>2011</strong> and also resigned from the<br />
Nomination and Governance Committee and the Audit and Risk Committee.<br />
Division of responsibilities<br />
There is a clear division of responsibilities at the head of<br />
the Company between the running of the Board and the<br />
executive responsibility for the running of the Company’s<br />
business. No one individual has unfettered powers<br />
of decision.<br />
There is a clear division of responsibility between the Chairman<br />
and Chief Executive Officer which has been formally documented<br />
and approved by the Board.<br />
The Chairman and Chief Executive Officer<br />
The Chairman is responsible for leadership of the Board<br />
and ensuring its effectiveness on all aspects of its role.<br />
On 15 September <strong>2011</strong>, Stephen Billingham was appointed<br />
Chairman following the retirement of Peter Cawdron.<br />
On appointment, Stephen Billingham met the independence<br />
criteria set out in the Code.<br />
As Chairman of the Board, Stephen Billingham is responsible for:<br />
• the leadership of the Board, ensuring its effectiveness and<br />
setting its agenda;<br />
• ensuring that adequate time is available for discussion<br />
of all agenda items, in particular strategic issues;<br />
• arranging the regular evaluation of the performance of<br />
the Board, its Committees and individual Directors; and<br />
• promoting a culture of openness and debate by facilitating<br />
the effective contribution of Non-executive Directors and<br />
ensuring constructive relations between Executive and<br />
Non-executive Directors;<br />
• ensuring that, through the Company Secretary, the members<br />
of the Board receive clear, accurate and timely information; and<br />
• ensuring effective communication with shareholders.<br />
The Chief Executive Officer, supported by the Finance Director,<br />
is responsible for:<br />
• developing strategic operating plans;<br />
• preparing annual budgets and medium-term projections for<br />
the Group and closely monitoring performance against plans<br />
and budgets;<br />
• ensuring effective communication with shareholders; and<br />
• overseeing the day-to-day management of the Group.<br />
Financial statements Governance<br />
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