Corporate governance framework
Corporate Governance Statement
In the year ended 31 December 2016, we complied with the main principles of the UK Corporate Governance Code 2014 (the Code) although our 2014 Remuneration Policy, applicable to 2016, is not compliant with Section D.1.1. Our 2017 Policy which states that shares granted as discretionary remuneration will vest over a two-year period starting in January of the second year following the work year earned. In order to ensure that all remuneration paid in respect of 2016 complied with the Code, the service agreement of our sole Executive Director was varied. We agreed to extend the vesting period for discretionary shares to three years (vesting starts in January of the second year following the work year earned). It was further agreed that the amended vesting period will apply to the 2016 work year. We can therefore confirm that we complied with the main principles of the UK Corporate Governance Code 2014 (the Code) confirm that we and therefore the company Complies. Our 2017 Remuneration Policy also complies with this provision. A full version of the Code can be found on the Financial Reporting Council’s website: www.frc.org.uk.
Board Composition and Board Committees
The BGEO Group PLC Board comprises seven Directors: our Chairman (deemed independent on appointment), our CEO and five Independent Non-Executive Directors.
- Neil Janin, Chairman
- Irakli Gilauri, CEO
- David Morrison, Senior Independent Non-Executive Director
- Al Breach, Independent Non-Executive Director
- Kim Bradley, Independent Non-Executive Director
- Tamaz Georgadze, Independent Non-Executive Director
- Hanna Loikkanen, Independent Non-Executive Director
- Jonathan Muir, Board Advisor, Audit Committee Member
The BGEO Board is assisted in fulfilling its responsibilities by four principal committees: the Audit Committee, Nomination Committee, Remuneration Committee and Risk Committee.
Schedule of Reserved Matters for the Board