Solid corporate governance is at the heart of the management of Denholm Energy Services as laid down in the UK Corporate Governance Code of September 2014.
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 making. 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.
The Board of Denholm Energy Services is made up of seven Directors, comprising the Chairman, two Executive Directors and four independent Non Executive Directors. The Directors consider that this complies with the Code and provides balanced decision making.
Responsibilities of the Board of Directors
The Board takes ultimate responsibility for managing the affairs of the Company. The Board meets at regular intervals throughout the year, normally at least six times. The prime responsibilities of the Board are:
- Strategy development
- Risk management
- Corporate reporting
- Internal control procedures
- Executive remuneration
- Shareholder relations
The Board maintains regular contact with the Company's advisors in order to ensure that the Board develops an understanding of the views of the major shareholders regarding the Company.
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, outside advisors and auditors. Board Committees and individual Directors may seek independent professional advice at the Group'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.