SIG is committed to business integrity, high ethical values and professionalism in all of its activities.
Leslie Van de Walle Chairman
SIG is committed to business integrity, high ethical values and professionalism in all of its activities. At SIG, we believe that good governance comes from an effective Board which provides strong leadership to the Group and engages well with both management and stakeholders. As an essential part of this commitment, the Group supports the highest standards in corporate governance. This section of our report outlines how the Board ensures that high standards of corporate governance are maintained.
Compliance with the UK Corporate Governance Code
The Board considers that, throughout the year under review, the Company has complied with the governance rules and best practice provisions applying to UK listed companies, as contained in the UK Corporate Governance Code ("the Code") of September 2012 issued by the Financial Reporting Council ("FRC").
The Code can be accessed at www.frc.org.uk.
The Board is required, under the Code, to undertake a formal and rigorous annual evaluation of its own performance and that of its Committees and individual Directors. In December 2014 the Board conducted such an evaluation. In accordance with the requirements, this being the third year in the cycle, the evaluation was externally facilitated. Details of the process concerning this evaluation and its outcome are covered in the Corporate Governance Report.
The Board of SIG acknowledges the importance of diversity in its broadest sense in the Boardroom as a driver of Board effectiveness. Diversity encompasses diversity of perspective, experience, background, psychological type and personal attributes. The Board recognises that gender diversity is a significant aspect of diversity and acknowledges the role that women with the right skills and experience can play in contributing to diversity of perspective in the Boardroom. The Board Diversity Policy is published on the Company's website (www.sigplc.com).
In last year's Annual Report I reported that the Board had discussed in December 2013 the matter of women on Boards and had set out the aim of achieving at least 25% female representation among the Board's membership by 2015. I am pleased to be able to report that, with the appointment of Ms. A. Abt on 12 March 2015, female representation on the Board will have risen to 25%. Ms. Abt brings significant specialist expertise, having been Head of Supply Chain Management and Chief Procurement Officer of the Siemens sector for Infrastructure & Cities from 2011 to 2014, and held numerous other positions in Finance, Productivity and Supply Chain Management in Germany and internationally.
All appointments to the Board will continue to be made on merit; however, differences in background, skills, experience and other qualities as well as gender will be considered in determining the optimum composition of the Board and the aim will be to balance them appropriately.
Governance within SIG
As Chairman, I take responsibility for ensuring that good governance is operated at SIG in order that we can maintain the highest standards of corporate governance to which we continually aspire. The Board is accountable to the Company's Shareholders for good governance and this Report, the Remuneration Report - Annual Statement, Directors' Remuneration Policy, Annual Report on Remuneration, the Audit Committee Report and the Nominations Committee Report describe how the principles of good governance set out in the Code are applied within SIG.
The Company's Auditor, Deloitte LLP, is required to review whether the above statement reflects the Company's compliance with the ten provisions of the Code specified for their review by the Listing Rules of the UK Listing Authority and to report if it does not reflect such compliance. No such report has been made.
Leslie Van de Walle
11 March 2015