Corporate Governance

Corporate Governance

The Directors are committed to the highest standards of corporate governance, recognising the role they have to play in delivering long-term, sustainable success for the Group and its stakeholders. Given Parsley Box’s size and the constitution of the Board,  it intends to comply with the recommendations set out in the QCA Code.

The Group’s Corporate Governance Statement of compliance with the QCA Code can be found here.

The Board is responsible for the overall management of the Group: for setting its values, standards and policies, for approving strategic aims and objectives and the Group’s annual operating and capital expenditure budgets (and any material changes to them) and for ensuring the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls). The Board must also approve any changes to the capital, corporate and/or management structure of the Group and any major contracts or transactions by the Group.

The Board comprises seven Directors, three executive directors (Kevin Dorren, John Swan and Adrienne MacAulay) and four non- executive directors, reflecting a blend of different experiences and backgrounds. The non-executive directors comprise a non-executive chairman (Chris van der Kuyl) and three further non-executive directors (Hazel Cameron, Chris Britton and Ana Stewart).

The Board considers Hazel Cameron, Christopher Britton and Ana Stewart to be independent non-executive directors for the purposes of the QCA Code, and as such, free of any relationship which could materially interfere with the exercise of their independent judgement. The Board does not consider Chris van der Kuyl to be independent by reason of his and 4J Studio Limited’s (a company connected with him) significant shareholdings in the Company.

The Board has appointed Chris Britton as the senior independent director to be available to Shareholders if they have concerns over an issue that the normal channels of communication (through the chairman or the chief executive officer) have failed to resolve or for which such channels of communication are inappropriate.

The Board has delegated specific responsibilities to the committees referred to below, all of which have written terms of reference and formally delegated duties. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

The Audit Committee’s role is to monitor the integrity of the Group’s financial reporting, to keep under review the effectiveness of its internal controls and risk management systems, to consider annually whether the Group should have an internal audit function and to have oversight of the external audit.

The Audit Committee will meet at least three times a year and will have at least three members, all of whom shall be non-executive directors. At least one member of the Audit Committee shall have recent and relevant financial experience and at least one member of the Audit Committee shall be an independent non-executive director.

The committee members are:

  • Hazel Cameron (chair)
  • Chris Britton
  • Ana Stewart

Terms of Reference for the Audit Committee

The Remuneration and Nomination Committee’s role is:

  • As regards remuneration: the Remuneration and Nomination Committee has delegated responsibility for setting (and keeping under review) the remuneration policy for the executive directors, chairman, company secretary and such other members of the executive management as are designated by the Board for it to consider.

The Remuneration and Nomination Committee shall also, within the terms of the remuneration policy and in consultation with the chairman and chief executive officer, determine the total individual remuneration package of each executive director and such other members of the executive management as are designated by the Board for it to consider.

The Remuneration and Nomination Committee will approve the design of (and will determine the targets for) any performance related pay schemes operated by the Group and will review the design of all share incentive plans of the Group. As regards the Group’s share incentive plans, the Remuneration and Nomination Committee will determine each year whether any awards or grants will be made, and if so, the overall amount of such awards or grants, the individual awards or grants to executive directors, company secretary and other senior executives and any performance targets to be used.

The Remuneration and Nomination Committee will also produce an annual remuneration report which will form part of the Company’s annual report. No director will take part in any discussions (or vote on) their own remuneration.

  • As regards nomination, the Remuneration and Nomination Committee’s role is to assist the Board in determining the structure, size and composition of the Board, giving consideration to succession planning for Directors and other senior executives and identifying and nominating for approval by the Board candidates to fill Board vacancies when they arise. The Remuneration and Nomination Committee is also responsible for ensuring a formal, rigorous and transparent process of evaluating appointments to the Board.

The Remuneration and Nomination Committee will meet not less than twice in each financial year and shall be made up of at least three directors, all of whom shall be non-executive directors and at least one of whom shall be an independent non-executive director.

The committee members are:

  • Ana Stewart (chair)
  • Chris Britton
  • Hazel Cameron

Terms of Reference for the Remuneration and Nomination Committee

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