e2v Investor Relations

Corporate Governance

e2v technologies plc recognises the importance of, and is committed to, high standards of corporate governance and as such the Board acknowledges its contribution to achieving management accountability, improving risk management and creating shareholder value. This statement explains how the Group has applied the main and supporting principles of corporate governance and describes the Group’s compliance with the provisions set out in Section 1 of the Combined Code on Corporate Governance published by the Financial Reporting Council in June 2008.

Statement by the Directors on compliance with the Combined Code

The Group has complied with the provisions set out in Section 1 of the Combined Code throughout the year.

The Board of Directors

The Group is headed up by an effective Board which currently comprises the Chairman, Chief Executive, Group Finance Director and three non-executive Directors. Anthony Reading is the Senior Independent Director and Chairman of the Remuneration Committee. Jonathan Brooks, the Chairman of the Audit Committee, is the member of that Committee who is deemed to have recent and relevant financial experience. The Chairman was considered to be independent upon appointment and all of the non-executive Directors are considered by the Board to be independent. Their biographies above demonstrate sufficient experience to bring independent judgement to the Board and the success of the Group.

The Articles of Association require that Directors retire in the third calendar year following the year in which they were elected or re-elected. Any Director appointed by the Board is required to submit themselves for re-election at the next Annual General Meeting after appointment. Chris Geoghegan, Chairman, will therefore be submitting himself for election at the Annual General Meeting. In addition Ian Godden will retire by rotation at this Annual General Meeting and submits himself for re-election.

Role of the Board Members

The non-executive Directors’ primary responsibilities are to:

  • Ensure the principles of Corporate Governance are applied;
  • Approve the strategy for the business;
  • Ensure the strategy is being implemented; and
  • Provide independent advice on the implementation of the strategy and other day to day matters where their experience is relevant.

The Executive Directors’ primary responsibilities, together with members of the senior management team are to:

  • Formulate the strategy of the business and obtain Board approval; and
  • Implement the approved strategy subject to agreed levels of authority.

There exists a clear division of responsibilities between the Chairman and the Chief Executive. The Chairman's primary role includes ensuring that the Board functions properly, that it meets its obligations and responsibilities and that its organisation and mechanisms are in place and are working effectively. The Chief Executive's primary role is to provide overall leadership and vision in developing, with the Board, the strategic direction of the Group. Additionally, the Chief Executive is responsible for the management of the overall business to ensure strategic and business plans are effectively implemented, the results are monitored and reported to the Board and financial and operational objectives are attained.

The Board’s responsibilities are discharged by way of monthly Board reviews (except in August and December) and other Board meetings, as required to approve matters beyond the authority limits of the Chief Executive. In addition there is attendance at meetings of the Committees of the Board as well as attendance at regular business division and function reviews when senior members of executive management, who are not Board members, attend. Matters beyond the authority limits of the Chief Executive include, for example, the approval of customer quotes over the approved financial limit set by the Board, certain activities relating to mergers and acquisitions as well as approval of the annual budget.

Conflicts of Interest

In line with the Companies Act 2006, the Company has established a robust procedure requiring Directors to seek appropriate authorisation prior to entering into any outside business interests, Actual or potential conflicts of interest are reviewed by the Board.