Energiser Investments plc

Corporate Governance

Corporate Governance

The Company is listed on AIM and accordingly compliance with the revised Combined Code on Corporate Governance is not mandatory. However, the Company is committed to applying the principles of corporate governance as applicable to a company of this size and nature. The Board is accountable to the Company’s shareholders for good corporate governance. This report and the Remuneration Report describe how the Company applies the provisions of good
corporate governance.

Takeover code

The Takeover Code applies to the Company and governs, inter alia, transactions which may result in a change of control of a company to which the Takeover Code applies.

Directors

The Company supports the concept of an effective Board leading and controlling the Company. The Company's Board meets regularly and special meetings are convened as and when matters require urgent consideration. The Board is responsible for approving Company policy and strategy and there is a schedule of matters specifically reserved to it for decision. All directors have access to advice from the Company Secretary and independent professionals at the Company's expense.

The Board consists of one executive director, a non executive Chairman and one non-executive director. The non-executive director is independent of management and any business or other relationship which could interfere with the exercise of his independent judgement. The Board considers that the level of shareholdings held by the non-executive director is insufficient to affect his independence.

All directors are subject to re-election every three years and at the first Annual General Meeting (AGM) after appointment.

Relations With Shareholders

The Company values the views of its shareholders and recognises their interest in the Company's strategy and performance, Board membership and quality of management. It therefore encourages shareholders to offer their views.

The AGM provides an opportunity for shareholders, particularly private investors, to question the Board on issues arising. During the year enquiries are received and answered on a wide spectrum of topics relevant to the business.

The notice for the AGM will be dispatched more than 21 days in advance and the level of proxy votes lodged for and against each resolution will be disclosed at the meeting together with details of any abstentions.

Internal Control

The Board is responsible for maintaining a sound system of internal control to safeguard shareholders' investment and the Company's assets and for reviewing its effectiveness. Such a system is designed to manage, but not eliminate, the risk of failure to achieve business objectives. There are inherent limitations in any control system and accordingly even the most effective systems can provide only reasonable, and not absolute, assurance against material misstatement or loss.

Assessment Of Business Risk

The Board regularly reviews operating and strategic risks.

The Company’s operating procedures include a system for reporting financial and non-financial information to the Board including:

  • Reports from management with review of the business at each Board meeting, focusing on any new decisions/risks arising
  • Reports on the performance of investments
  • Reports on selection criteria of new investments
  • Discussion with senior personnel
  • Consideration of reports prepared by third parties
  • Preparation of plans for business development

Control Procedures

Operational procedures have been developed for each of the Company's operating businesses that embody key controls over relevant areas. The implications of changes in law and regulations are taken into account by the Company.

The Board has considered the need for an internal audit function but has decided that this is not justified at present given the size of the Company. However, it will keep the decision under review on at least an annual basis.

Directors and officers insurance

The Company has insurance for the directors and officers of the Company in respect of liabilities incurred by them in the course of carrying out their duties or the exercise of their powers.

Appointment Of Directors

The Board deals with all matters relating to the appointment of directors including determining the specification, identifying suitable candidates and selection of the appointee. No separate Nominations Committee has been formed.

Throughout the year the Articles of Association have required each director to seek re-election after no more than three years in office. Therefore the Board considers it inappropriate that non-executive directors be appointed for a fixed term as recommended by the Code.

Directors Share Dealing Code

The Company has adopted, and will operate where applicable, a share dealing code for Directors and applicable employees under the equivalent terms to those provided by Rule 21 of the AIM Rules for Companies.