|
Recent events have led to an increased focus upon the operation
of corporate governance in the UK and elsewhere. The Board remains
committed to high standards of corporate governance throughout the
group. The Board is accountable to the company's shareholders for
good governance and this statement describes how the Principles
of Good Governance and the provisions of the Code of Best Practice,
identified in the London Stock Exchange's Combined Code, issued
on 25 June 1998, are applied by the company.
The Board believes that good governance is about more than satisfying
check lists and meeting legal obligations. The Board seeks to increase
understanding of the operation of its governance and in so doing
demonstrate that it exceeds the requirements as currently prescribed
by law.
With the objective of ensuring successful creation of value within
a framework of acceptable risk, the Board sees its role as including:
| - |
assisting value creation by the controlled and measured management
of a wide range of business risks |
| - |
encouraging the proper assessment and consideration of business
opportunity |
| - |
deciding, after proper consideration, the strategic direction
and future needs of the business |
| - |
representing the interests of shareholders and satisfying
all statutory duties to them |
| - |
ensuring appropriate behaviour with respect to the various
codes of corporate governance and good business practices |
| - |
overseeing good corporate citizenship and ethical behaviour
by the company and its employees with regard to all its internal
and external stakeholders |
| - |
providing a challenging confidential forum, free from conflicts,
in which the Chief Executive can test strategic thinking with
an informed group having broad continuity over time |
| - |
requiring the Chief Executive to report openly on the operational
performance of all parts of the company |
| - |
monitoring the effectiveness of the Chief Executive and his
executive team as set against a series of performance objectives
and benchmarks |
| - |
setting a control framework within which the Chief Executive
can operate, and making decisions on major issues and investments
where the cost exceeds the discretionary limit of the Chief
Executive |
| - |
setting objectives and appropriate authority levels for the
Chief Executive |
| - |
constituting subcommittees of the Board to address the issues
of remuneration, nominations and audit. |
Each member of the Board brings different experience and skills
to the operation of the Board and its various subcommittees. The
Board composition is kept under review and when a new appointment
is to be made, consideration is given to the kind of experience
which a potential new member could add to the existing mix. Each
Non-Executive is encouraged to contribute to both the full Board
and where appropriate its subcommittees.
The Board met formally seven times during the year (including a
two-day annual review of strategy) and the full Board attended all
meetings except for two Directors who were unable to attend one
meeting due to other commitments. Separate terms of reference delineate
the work of the Audit, Remuneration and Nomination Committees as
well as any other subcommittees of the Board or ad hoc groups that
the Board authorises for any purpose.
The Non-Executive Directors meet privately as a group with the
Chairman, as necessary, at least once a year and similarly with
both the Chairman and the Chief Executive to consider management
and succession issues. Non-Executive Directors also review each
year the relationship between the Chairman and the Chief Executive
to ensure that this is working in a manner to the benefit of the
business.
The Board meetings encourage open discussion, and management brings
issues to the Board seeking advice and approval where appropriate.
The Board also receives presentations from advisers and where necessary,
members have access to independent advice.
The Board believes that its style of involvement with the management
through the Chief Executive and the Executive Directors is the most
effective way to provide confidence in the control environment of
the company. Through openness and discussion the Board endeavours
to understand and provide leadership as to the willingness of the
company to take appropriate risks in the interests of the shareholders.
Annually the Board considers its performance of each of the roles
it has set itself.
Amersham strives to maintain a good dialogue with shareholders
and regular meetings are held with institutional shareholders throughout
the year to discuss the progress of the company, future growth prospects
and strategy. The company maintains an Investor Relations department
to facilitate ongoing communication with shareholders. Other channels
of communication include company presentations, seminars, press
releases and interim and Annual Reports. In addition, the company
website www.amersham.com provides
information on the company for all shareholders and the general
public.
The Board comprises five Executive Directors and nine Non-Executive
Directors. Throughout the financial year, the offices of Chairman
and Chief Executive have been held separately. The Chairman, Mr
R D Lapthorne, is an independent Non-Executive Director, as deemed
by the Board, who will be retiring from the Board at the Annual
General Meeting on 7 May 2003. The role of Chairman will then be
held by Mr D H Brydon, who is also deemed an independent Non-Executive
Director.
The Deputy Chairman, Mr J Fr Odfjell, has been identified as the
senior independent Non-Executive Director.
Biographies of the Board members appear in the Board
section, which also show the membership of the Nomination, Remuneration
and Audit Committees.
Apart from John Johansen, who is an employee, all the Non-Executive
Directors were independent of management and free from any business
or other relationship which could materially interfere with the
exercise of independent judgement. All Directors have access to
the Company Secretary.
The Board has a schedule of matters reserved to it for decision
and the requirement for Board approval on these matters is communicated
widely throughout the group. To enable the Board to function effectively
and allow Directors to discharge their responsibilities, full and
timely access is given to all relevant information and appropriate
resources to discharge their responsibilities.
Newly appointed Directors are given training appropriate to the
level of their previous experience. All are apprised of their roles
and duties as Directors of a public company.
The Board is responsible for the overall direction, strategy, performance
and management of the group. Authority for implementing the Board's
policies is delegated to the Chief Executive within certain limits
authorised by the Board.
|
