The Company is committed to maintaining high standards of corporate governance and recognises that good governance helps the business deliver its strategy, generate long-term shareholder value and minimise risk.
The appropriate governance provisions are those set out in the UK Corporate Governance Code published by the Financial Reporting Council ("FRC") and updated in 2018 (the "Code"). Throughout the year ended 30 September 2019, the Company has been in full compliance with the provisions of the Code that are applicable to it. Further details of our corporate governance are reported in our Report & Accounts.
Our Ei Group Board consists of four Non-Executive Directors and two Executive Directors. Collectively they bring a valuable range of international experience and expertise as they all currently occupy, or have occupied, senior positions within industry and public life. All the Non-Executive Directors are independent of management and have no relationships which could materially interfere with the exercise of their independent judgement.
Subject to satisfactory performance, a Non-Executive Director is appointed for an initial term of three years. After the initial three year term, they may serve two additional three year terms, with a maximum of nine years service on the Board as a general rule.
Each Non-Executive Director is expected to devote such time as is necessary for the proper performance of their duties.
A copy of our most recent Non-Executive Director appointment letter can be downloaded as a PDF file.
All Directors have access to the advice and services of the Company Secretary, the appointment and removal of whom is a matter for the Main Board. Each of the Directors has received appropriate training to enable them to discharge their duties. Directors are entitled, in furtherance of their duties, to take independent professional advice at the Company's expense.
Click on the link below for a copy of our Independent Professional Advice Procedure.
Governance meetings and performance evaluation
The Non-Executive Directors, led by the Chairman, meet, without the Executive Directors present, at least annually and on such other occasions as they require. Full details of our performance evaluation procedures are set out in our Report & Accounts.
Annual general meeting
The Annual General Meeting, held in February each year, is the principal opportunity to encourage participation by private investors and procedures at such meetings are in accordance with the Combined Code. The Chairmen of the Audit, Nominations and Remuneration Committees are available at the Annual General Meeting to answer questions.
In accordance with the Combined Code Ei Group proposes separate resolutions on each substantial matter. Ei Group, in line with relevant guidelines, offers shareholders a facility for electronic proxy voting and voting through the CREST electronic proxy appointment service. The voting results are announced on the same day to the London Stock Exchange and on our website. For the voting results of the last AGM please view our AGM Proxy Votes.
General Meeting 2019
Anti-Bribery and Corruption Code of Conduct
Ei Group is committed to conducting its business with the highest degree of integrity. This commitment includes a zero tolerance approach towards all forms of bribery and corruption. It has implemented a formal compliance programme designed to minimise the risk of bribery and corruption occurring within its business and this programme includes a comprehensive Anti-Bribery and Corruption Code of Conduct which has been formally approved by Ei Group's Board of Directors. View the Code of Conduct
This Code of Conduct extends to all of Ei Group's business dealings and transactions in which Ei Group or its associates or agents operate. It is a mandatory requirement of Ei Group that all directors, employees, agents, publicans, contractors, suppliers and advisors comply with this Code of Conduct.
Any Director or employee of Ei Group who is found to have breached this Code of Conduct will be liable to disciplinary action which may result in dismissal or other sanctions. Breaches of this Code of Conduct by publicans, contractors, suppliers, agents and advisors to Ei Group may result in immediate termination for breach of all contracts with Ei Group.
Further, engaging in bribery and corruption will constitute a criminal offence which will expose Ei Group and those individuals' involved to serious criminal sanctions, including the risk of imprisonment.
Everyone involved with Ei Group has a responsibility to ensure that its business is kept free of bribery and corruption and to ensure that the highest standards of business integrity are maintained. Ei Group expects and relies upon all of the individuals with which it has dealings to play their part in ensuring that this objective is met.