Corporate Governance
Corporate governance embraces the principles and policies by which a company is managed and aims to improve the accountability of companies to their shareholders.
Role of the Board
The Board provides leadership of the company and, either directly or through committees of directors, brings an independent and objective judgement on all issues of strategy, performance and standards of conduct.
The directors have responsibility for the overall corporate governance of ATp and recognise the need for high standards of behaviour and accountability. The directors are committed to the principles underlying best practice in corporate governance and intend that the company will comply with the principles of the Combined Code in such respects as are appropriate for a company of its size and nature. The Board currently consists of a non-executive chairman, four executive directors and two non-executive directors.
Audit committee
The audit committee, which meets at least twice each year, comprises Stephen Smith (chairman), Ignace Goethals and Keith Carter. The audit committee are responsible for ensuring that the financial performance of the group is properly monitored and reported on. It meets with the auditors, who are formally invited to attend each meeting, without the executive directors being present and reviews reports relating to accounts and internal control systems.
The committee operates within specific terms of reference which include;
considering the appointment of external auditors;
reviewing the effectiveness of financial reporting and internal control procedures;
monitoring the integrity of the financial statements of the group, and any significant financial reporting judgements contained therein; and
reviewing the independence and objectivity of the external auditors.
Remuneration committee
The group’s Remuneration Committee comprises Stephen Smith (chairman), Ignace Goethals and Virinder Nohria.The Human Resources Manager also attends meetings to act as minute taker. The principle purpose of the Committee is to agree the directors' salary increases, annual bonuses and any changes in benefits. It also agrees share options granted to the directors. For the purpose of reaching appropriate decisions the Committee may refer to relevant sources of information.
The Committee's policy is to set remuneration packages for executive directors that are competitive with the market, allowing the Company to attract, motivate and retain executives of the highest calibre. Remuneration packages are designed to reward executives for improved performance via annual bonus payments and awards of share options, which together constitute a potentially significant proportion of the total remuneration opportunity.
Nominations committee
The group’s Nominations Committee comprises Stephen Smith (chairman), Ignace Goethals and Alejandro Weinstein. The principle purpose of the Committee is to review the Board structure, size and composition and make any recommendations to the Board with regard to any changes deemed necessary, evaluate the balance of skills, knowledge and experience of the Board and review the performance of, and recommend if appropriate, directors who are retiring by rotation to be put forward for re-election at the Company’s annual general meeting
The Committee is authorised by the Board to select, retain, terminate and approve the fees and other terms of engagement of external independent professional advisors with relevant experience and expertise it considers necessary, including the employment of search consultants.
