Corporate governance
Introduction
The Board places great emphasis on sound corporate governance and intends to comply with the principles of the UK Corporate Governance Code (the "Code") published in June 2010 by the Financial Reporting Council.
The Code recommends that the Board should include a balance of Executive and Non-Executive Directors, such that no individual or small group of individuals can dominate the Board's decision taking. It further recommends that at least half of the Board, excluding the Chairman, should comprise Non-Executive Directors determined by the Board to be independent, and that one Non-Executive Director should be nominated as the Senior Independent Director.
Following Martin May standing down as a director and Chief Executive and Brendan Connolly's appointment as acting Chief Executive, Cape has five Directors, which includes the Chairman, two Executive Directors and two independent Non-Executive Directors. Brendan Connolly, who has been a Non-Executive Director of the Company since 2011, stepped down from Cape's Audit, Remuneration and Nomination Committees following his appointment. The Directors consider that there is a satisfactory balance of decision-making power on the Board.
Description of the responsibilities of the members of the Company's Board of Directors
The Board takes ultimate responsibility for the success of the Company by guiding and monitoring the Company's business affairs. The Board meets regularly throughout the year (at least eight times). The Board is responsible for formulating, reviewing and approving the Company's strategy, financial activities and operating performance. The day-to-day management of the Company's resources is delegated to the Chief Executive Officer who leads a senior management team facilitating prompt decision making.
The Board, through the Chairman and Executive Directors in particular, maintains regular contact with the Company's advisors and public relations consultants in order to ensure that the Board develops an understanding of the views of the major shareholders regarding the Company.
Under the Company's Articles of Association, one third of the Directors must retire at each Annual General Meeting. A retiring Director may stand for re-election.
A Director must declare any conflict of interest and Directors may not participate in discussions or resolutions pertaining to any matter in which the Director has a material personal interest without Board approval.
In discharging their duties, Non-Executive Directors are provided with direct access to senior management and outside advisors and auditors. Board Committees and individual Directors may seek independent professional advice at the Company's expense in order to perform their duties in line with the Board's agreed policy.
The Board has established Audit, Remuneration and Nomination Committees and each of these Committees has written terms of reference.
Senior Independent Director
David McManus is Cape's Senior Independent Director ("SID"). The role of the SID is as follows:
Shareholders
- To be available to shareholders if they have concerns which contact through the normal channels of Chairman, Chief Executive or Chief Financial Officer has failed to resolve, or for which such contact is inappropriate.
- To attend sufficient meetings with a range of major shareholders and financial analysts to obtain a balanced understanding of the issues and concerns of such shareholders.
Chairman
- To chair the Nomination Committee when it is considering succession to the role of Chairman of the Board
- To meet with the Non-Executive Directors, at least annually and on such other occasions as are deemed appropriate, to appraise the Chairman's performance, without the Chairman present. This evaluation takes into account the views of the Executive Directors.