The Board
The Board is accountable to shareholders for ensuring that the Group is appropriately managed and achieves the strategic objectives it sets. The Board discharges those responsibilities through an annual programme of meetings, which include the approval of overall budgetary planning and business strategy. The Board reviews the Group’s internal controls and risk management policies and approves its governance structure and code of ethics.
The Directors and the board is balanced by an appropriate non-executive element with two out of four Directors being non-executive. Stephen Day, Senior Independent Non-Executive Director, and Jim Webster, Non-Executive Director, are considered by the Board to be independent and have no relationships interfering with their independent judgment.
Part of Peter Ward's role, as Executive Chairman, is to secure good corporate governance. He is responsible for leadership of the Board, for ensuring its effectiveness in all aspects of its role, for setting its agenda and for ensuring that all Directors (both executive and non-executive) are encouraged and enabled to contribute fully to the activities and decisions of the Board.
The Board has a procedure through which the Directors are able to take independent advice in the furtherance of their responsibilities. The Directors have access to the advice and services of the Company Secretary. The Company Secretary is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with.
The Board meets regularly throughout the year and all necessary information is supplied to the Directors on a timely basis to enable them to discharge their duties effectively. Additionally, special meetings take place or other arrangements are made when Board decisions are required in advance of regular meetings. In accordance with the Combined Code, the Board has established guidelines requiring specific matters to be subject to a decision by the full Board. The Board is responsible for leading and controlling the Company and in particular for formulating, reviewing and approving the Company’s strategy, budget, major items of capital expenditure and acquisitions and disposals. In addition, the Board has established an audit committee, a remuneration committee and a nomination committee with formally delegated duties and responsibilities, each of which has written terms of reference.
The terms and conditions of appointment for non-executive directors are available for inspection at the Company's registered office during normal business hours and at the AGM.
The Audit Committee
The Audit Committee meets formally at least three times per year and otherwise as required. The Audit Committee reviews all matters relating to financial controls and internal reporting process, the internal control system, the scope and results of external audits, the independence and objectivity of the external auditors and keeps under review the effectiveness of the Group’s controls and risk management. The committee is authorised by the Board to seek and obtain any information it requires from any officer or employee of the Group and to obtain external legal or other independent advice as is deemed necessary. At the invitation of the committee, the Executive Chairman, the Finance Director, other directors, representatives from the finance function and the external auditors may attend and speak at the meetings. The Audit Committee is chaired by Stephen Day.
Audit Committee Terms of Reference (PDF 32KB)
The Remuneration Committee
The Remuneration Committee determines the terms of service and remuneration of the Chairman, executive directors and senior
management. Details of the Remuneration Committee, together with a statement of the Group’s remuneration strategy, policy and details of directors’ remuneration are set out in the Directors’ Remuneration Report section of the Annual Report.
The Remuneration Committee is chaired by Jim Webster.
Remuneration Committee Terms of Reference (PDF 40KB)
The Nomination Committee
The Nomination Committee reviews the structure, size and composition of the Board and proposes appointments to and retirement of members from the Board and other senior positions. In addition, it makes recommendations to the Board on these matters as appropriate with the objective of maintaining within the Group’s organisation the right balance of skills, knowledge and experience necessary to achieve the Group’s objectives. The committee meets formally at least twice a year and otherwise as required. Detailed job descriptions are provided to the committee for all senior roles. Potential candidates must pass a rigorous interview process with the Nomination Committee members, and also on occasion, with external advisors, before a formal recommendation is made to the Board. When appointing a non-executive director, a formal notice is sent clearly stating the expectations of the Group with respect to time commitments, committee membership and other duties. The Nomination Committee is chaired by Stephen Day.
Nomination Committee Terms of Reference (PDF 25KB)
Corporate responsibility
1. Health, Safety and the Environment
The Group is committed to the health, safety and welfare of its employees and recognises that safe operations depend not only on technically sound equipment and facilities, but also on competent people and an active health, safety and environmental culture. The Board regularly considers the Group’s values and standards in this area.
The Group seeks to achieve high standards of environmental practice. The Group monitors environmental developments and seeks to take appropriate action, including committing appropriate levels of capital expenditure, where required. Requests for significant capital expenditure are submitted to the Board for approval and subsequent reviews are carried out on a regular basis.
The Group’s management is accountable for understanding and managing health, safety and environmental risks and in meeting health, safety and environmental objectives. The Director of Human Resources is responsible for coordinating the application of such policy and provides a regular update to the Executive Chairman. Should anything arise of a significant nature, the Executive Chairman is responsible for advising the Board accordingly. It has been confirmed to the Executive Chairman that all obligatory requirements are in place and that risk assessments are up-to-date.
In line with the EU Directive on Waste Electrical and Electronic Equipment (‘WE&EE’) the Group complies with its obligations regarding the proper disposal of equipment when it has become waste.
2. Key employment policies
The Group has a policy of equal opportunities which applies in relation to recruitment of all new employees and to the management of existing personnel. Raymarine employs methods to retain staff and reduce attrition rates. We offer all of our staff training relevant to their roles. At the UK headquarters there is an employee council and a defined discipline and grievance procedure. Raymarine recognises that its employees may need some flexibility in their working hours and its flexible working policy enables employees to flex their working hours with management approval.
3. Social and community responsibilities
The Group supports its employees in giving something back to their community. Through this support employees are able to gain flexibility and time off with management approval for their work with local schools, charities and non-profit organisations.
