Governance
The board of directors ("Board") of Moneysupermarket.com Group PLC ("Company") is committed to the highest standards of corporate governance. The Board complies with the Combined Code on Corporate Governance published in June 2006 by the Financial Reporting Council (the "Combined Code") except as set out below. The Board will also take account of institutional shareholder governance rules and guidance on disclosure and shareholder authorisation of corporate events. The Board intends to meet at least 8 times a year and may meet at other times at the request of one or more of the directors.
The Combined Code recommends that a company's chairman be independent on appointment and that its chief executive officer should not become chairman of the Company. The Chairman's role is to ensure good corporate governance. His responsibilities include leading the Board, ensuring the effectiveness of the Board in all aspects of its role, ensuring effective communication with shareholders, setting the Board's agenda and ensuring that all directors are encouraged to participate fully in the activities and decision-making process of the Board. The Board considers that the chairman of the Company was independent on appointment.
When determining the Chairman's independence the Board had regard to the chairman's share award as described in paragraph 7.2 of Part 13. Additional Information of the price range prospectus published by the Company on 11 July 2007. The Board believes that the chairman is independent in character and judgment and believes that the number of shares subject to the chairman's share award is not sufficient to have an impact on his independence.
The Combined Code recommends that at least half of the board of directors, excluding the chairman, should be independent in character and judgment and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgment. Currently, the Board is composed of five members, consisting of two executive directors and three non-executive directors, including the chairman. The Board considers that the chairman of the Company was independent on appointment and considers Mr. Wemms and Mr. Rowley to be independent. Accordingly, the Company considers that it does comply with the Combined Code recommendations regarding the composition of the Board.
The Combined Code also recommends that a board should appoint one of the independent non-executive directors as senior independent director and Mr. Wemms has been appointed to fill this role. The senior independent director will serve as an additional contact point for shareholders if they feel that their concerns are not being addressed through normal channels. Mr. Wemms, furthermore, will be available to any fellow non-executive director(s), either individually or collectively, should they wish to discuss matters of concern in a forum that does not include the executive directors.
The Board has established audit, nomination and remuneration committees with formally delegated duties and responsibilities with written terms of references.
The membership of each committee is as follows:
| Chairman | Member | Member | |
|---|---|---|---|
| Remuneration committe | Michael Wemms | Gerald Corbett | Rob Rowley |
| Nomination committee | Gerald Corbett | Michael Wemms | Rob Rowley |
| Audit committee | Rob Rowley | Gerald Corbett | Michael Wemms |
From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
Nomination committee
The nomination committee assists the Board in discharging its responsibilities relating to the composition and make up of the Board. The nomination committee is responsible for evaluating the balance of skills, knowledge and experience on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors and will make appropriate recommendations to the Board on such matters.
The Combined Code recommends that a majority of the members of the nomination committee should be independent non-executive directors and that the chairman or an independent non-executive director should chair the nomination committee.
The membership of the Company's nomination committee comprises three members, namely Gerald Corbett, Michael Wemms and Rob Rowley. The chairman of the nomination committee is Gerald Corbett. The company secretary shall act as the secretary of the nomination committee. The Company considers that it does comply with the Combined Code recommendations regarding the composition of the nomination committee.
The quorum for meetings of the nomination committee is two members of whom at least one must be a non-executive director. No one other than the chairman of the nomination committee and its members is entitled to attend or vote at a meeting of the nomination committee, although executive directors, members of senior management and other third parties may attend if invited to do so by the nomination committee. Meetings of the nomination committee shall be held at such times as the nomination committee deems appropriate, and in any event shall be held not less than twice a year. The nomination committee is authorised by the Board to obtain whatever external professional advice it considers necessary.
Duties of the nomination committee
The principal duties of the nomination committee include the
following:
- to review regularly the structure, size and composition of the Board (including the skills, knowledge and experience) and make recommendations to the Board with regard to any changes
- to identify, nominate and recommend for the approval of the Board, appropriate candidates to fill Board vacancies as and when they arise
- to evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, prepare a description of the role and capabilities required for a particular appointment
- to satisfy itself with regard to succession planning that processes and plans are in place with regard to both Board and senior management appointments
- to review annually the time required to fulfil the role of chairman, senior independent director and each non-executive director and use performance evaluation to assess whether each non-executive director has devoted sufficient time to their duties
- to recommend the re-election (or not) by shareholders of any director under the retirement and re-election provisions in the Company's articles of association
- to make a statement in the Annual Report about its activities and the process used for appointments and explain if external advice or open advertising has not been used
- to make its terms of reference publicly available and
- to ensure that on appointment to the Board, non-executive directors receive formal written terms of appointment.
Remuneration committee
The remuneration committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company's policy on executive remuneration, determining the individual remuneration and benefits package of each of the executive directors and recommending and monitoring the remuneration of senior management below Board level.
The Combined Code recommends that the remuneration committee should consist of at least three members who are all independent non-executive directors and that the chairman of the committee must be a non-executive director. In addition, the chairman of the Company may be a member of, (but not chair), the remuneration committee if he was considered independent on appointment as chairman.
The membership of the Company's remuneration committee comprises three members, namely Gerald Corbett, Michael Wemms and Rob Rowley. The chairman of the remuneration committee is Michael Wemms. The company secretary shall act as the secretary of the remuneration committee. The Company considers that it does not comply with the Combined Code recommendations regarding the composition of the remuneration committee.
The quorum for meetings of the remuneration committee is two members. The remuneration committee may invite the chief executive of the Company or any other person to advise and/or join meetings. However, no one other than the chairman of the remuneration committee and its members is entitled to attend and vote at a meeting of the remuneration committee. No director or senior executive shall be involved in any decisions as to his or her own remuneration. The remuneration committee will meet formally at least twice a year and otherwise as required. The remuneration committee is authorised by the Board at the expense of the Company to obtain external professional advice and to secure the attendance of third parties with relevant experience at meetings when it considers it necessary. The remuneration committee has retained the services of MM&K Limited to provide it with professional advice on remuneration. MM&K Limited have no other connection with the Company.
Duties of the remuneration committee
The principal duties of the remuneration committee include the
following:
- to agree with the Board a framework and broad policy for remuneration of the chairman, chief executive officer and the executive directors of the Board, the company secretary and the senior management
- to agree with the Board the Company's policy on duration of contracts with executive directors and notice periods and termination payments under such contracts
- to advise on and determine all formulae for performance-related schemes operated by the Company, the methods for assessing whether performance conditions are met and the eligibility of executive directors for annual bonuses and benefits under long-term incentive schemes
- to administer all aspects of any share scheme operated by or to be established by the Company and
- to make its terms of reference publicly available.
Audit committee
The audit committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Company's annual financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Company's internal audit activities, internal controls and risk management systems. At present the Company does not have an internal audit function. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board.
The Combined Code recommends that the audit committee should comprise of at least three members who should all be independent non-executives directors, and that at least one member should have recent and relevant financial experience and that the chairman of the committee must be a non-executive director.
The membership of the Company's audit committee comprises three members, namely Rob Rowley, Gerald Corbett and Michael Wemms. The chairman of the audit committee is Rob Rowley. The company secretary shall act as the secretary of the audit committee. The Company considers that it does not comply with the Combined Code recommendations regarding the composition of the audit committee.
The quorum for meetings of the audit committee is two members. The audit Committee may invite the chairman and chief executive of the Company or any other person to advise and/or join meetings when required. However, no one other than the chairman of the audit committee and its members is entitled to attend or vote at a meeting of the audit committee. There should be at least one meeting, or part of a meeting, each year which the external auditors attend without management present. The audit committee will meet formally at least three times a year and otherwise as required. The audit committee will be authorised by the Board at the expense of the Company to obtain external professional advice and to secure the attendance of third parties with relevant experience at meetings when it considers it necessary.
Duties of the audit committee
The audit committee has authority to investigate areas of concern as to financial impropriety that arise and is able to obtain outside legal or other independent professional advice in connection with those matters. The principal duties of the audit committee include the following:
- to monitor the integrity of all financial statements made by the Company and any formal announcements relating to the Company's financial performance, reviewing significant financial reporting judgements contained in them;
- to review and challenge where necessary accounting policies, and practices, decisions requiring a major element of judgement, the clarity of disclosures, compliance with accounting standards, and compliance with stock exchange and other legal requirements:
- to review the Company's internal audit function and ensure it is adequately resourced (the Company does not presently have an internal audit function);
- to consider the appointment, re-appointment and removal of the external auditor and to recommend the remuneration and terms of engagement of the external auditor:
- to assess the external auditor's independence and objectivity; and
- to review the engagement of the external auditor to ensure the provision of non-audit services by the external audit firm does not impair its independence or objectivity.
Model code
The Company has adopted a code of securities dealings in relation to the securities of the Company which is based on, and is at least rigorous as, the Model Code as published in the Listing Rules. The code adopted applies to the directors and other relevant employees of the Group.
