The Directors acknowledge the importance of high standards of corporate governance and, given the Company’s size and the constitution of the Board, have developed its procedures to comply with the principles set out in the Quoted Companies Alliance Corporate Governance Code (QCA Code).
The Company’s Corporate Governance Statement, setting out how it has applied the principles of the QCA Code is available here.
The roles and responsibilities of the Board, it’s committees and directors are summarised below.
Board & Committees:
The Board consists of a suitable balance of Executive and Non-Executive Directors, and meets approximately four times each year with additional ad hoc meetings convened when required. Outside of formal meetings, the Chair meets regularly with each of the Executives. There are three Board Committees: the Audit Committee, the Remuneration Committee and the Nomination Committee. These Committees meeting regularly throughout the year and report back to the Board in line with corporate guidelines. More information on the activities of the Committees can be found in their terms of reference (available below) and the Company’s Annual Report (available here).
– The Matters Reserved for the Board of Michelmersh Brick Holdings Plc
– Remuneration Committee terms of reference
– Audit Committee terms of reference
– Nomination Committee terms of reference
Chair:
The Chair is responsible for the leadership of the Board, ensuring its overall effectiveness through overseeing high standards of corporate governance, and allowing stakeholder views to be incorporated as part of the Board’s decision making. The Chair’s role is also to build collaborative relationships, and promote debate and openness so as to ensure the effective contribution by all Directors and Non-Executive Directors.
Chief Executive Officer:
The Chief Executive Officer (“CEO”) is responsible for the daily operation and running of the business of the Group, supported by the management team. The CEO also leads the development and implementation of the strategy and business plan, maintains effective working relationships with the Chair and NEDs, whilst providing leadership in the Company’s commitment to its purpose, high business standards, culture and core values, and communication with key stakeholders.
Chief Financial Officer:
The Chief Financial Officer is responsible for helping to drive the direction and success of the Group using his knowledge and understanding of the financial position of the Company, as well as the requirements of the shareholders and market. The Chief Financial Officer ensures rigorous financial discipline whilst developing and delivering the strategic financial objectives agreed with the Board.
Non-Executive Directors (NED):
The Non-Executive Director role is to bring external perspective, independent judgement and objectivity to the Board’s decision making and discussion. The Non-Executive Directors bring a range of skills, expertise and knowledge to the Board, and constructively challenge the Executive management of the Company. The Non-Executive Directors are responsible for a range of activities, including monitoring the performance of the Executive Management, determining appropriate levels of remuneration, ensuring financial controls and risk management systems are robust, as well as challenging and supporting Executive Management in the development of the strategy and objectives of the Company. Following a review of the membership of the Board it was agreed that there was an appropriate mix of Executive and Non-Executive Directors, and that Paula Hay-Plumb and Tony Morris continue to be considered independent.
The Non-Executives are committed to devoting adequate time to the business to discharge their responsibilities effectively. As set out in their appointment letters they are required to attend scheduled Board and Committee meetings, and to become more involved for periodic special activity if required. Before accepting any additional commitments that might affect the time that they devote to their roles as Non- Executive Directors of the Company, they must obtain agreement from the Board first.
Date last reviewed 8th May 2025.
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