The Group’s policy is to achieve best practice in its standards of business integrity in all of its activities, including a commitment to follow the highest standards of corporate governance throughout the Group where possible.
Governance at PHP is focused on managing the business in order to create long term sustainable value for the benefit of all of our shareholders and is treated as a core and vital discipline that complements our objective of growing returns to our shareholders.
Read our full Corporate Governance Report on pages 56 - 66.
To achieve its governance objectives and in accordance with the Code, the Board comprises a majority of independent Non-executive Directors who have been selected to deliver an appropriate mix of diversity, skills and experience. The Board is led by an independent Chairman, who in turn is well supported by a Senior Independent Director.
Meetings and attendance
The table below shows the attendance of Directors at meetings that were held during the period of the year in which they served as a Director.
|Director||Board meetings||Committee meetings|
|Helen Mahy (note 1)||6/8||7/10|
|Laure Duhot (note 1)||6/8||7/10|
|Dr Stephen Kell||8/8||10/10|
|Nick Wiles (note 2)||2/8||4/10|
|Geraldine Kennell (note 2)||2/8||4/10|
- Helen Mahy and Laure Duhot were appointed as Directors in March 2019 following completion of the merger with MedicX and have attended all Board and Committee meetings since their appointment.
- Nick Wiles and Geraldine Kennell resigned as Directors from the conclusion of the merger with MedicX in March 2019.
The main roles and responsibilities of the Audit Committee include:
- monitoring the integrity of the Group’s annual and interim financial statements, ensuring they are fair, balanced and understandable and reviewing significant financial reporting issues and judgements contained therein;
- monitoring the statutory audit of the annual and consolidated accounts;
- reviewing the Group’s systems of financial control and risk management and receiving reports from the Adviser’s own risk committee;
- reviewing the Going Concern and Viability Statements presented in the Annual Report and to report to the Board on its opinion on those statements;
- making recommendations to the Board on the appointment and dismissal of the external auditor and approving its remuneration and terms of engagement;
- monitoring and reviewing the external auditor’s independence, objectivity and effectiveness, taking into account professional and regulatory requirements;
- annually considering the need for an internal audit function; and
- undertaking an evaluation of the performance of the Committee.
There are arrangements in place whereby employees of the Adviser may, in confidence, raise concerns about possible improprieties in matters of financial reporting amongst other things. The Committee ensures that the Adviser has in place arrangements for the proportionate and independent investigation of such matters.
The Nomination Committee reviews the structure, size and composition and membership of the Board and its Committees and makes recommendations with regard to any changes considered necessary.
It also acts as a forum to assess the roles of the existing Directors in office to ensure that there continues to be a balanced Board in terms of skills, knowledge, experience and diversity.
The Nomination Committee seeks to ensure that all Board appointments are made on merit and measured against objective criteria and with due regard for the benefits of diversity on the Board. The Board is committed to ensuring a broad mix of gender, age, nationality, experience and skills throughout the business. The composition of the Board itself is based on a range and balance of skills, knowledge, experience and merit and remains appropriate for a business of its size. The Nomination Committee ensures that diversity is an important consideration and part of the selective criteria used to assess candidates to achieve a balanced Board.
The main roles and responsibilities of the Committee include:
- regular review and approval of remuneration paid to the Adviser;
- annual review and evaluation of the performance of the Adviser;
- annual review of the terms of the Advisory Agreement;
- consideration and discussion of any amendments to be made to the Advisory Agreement; and
- advising the Board on such other matters relating to the Advisory Agreement and the Adviser as may be requested by the Board
The principal responsibilities of the Committee are:
- setting the remuneration framework for Directors;
- reviewing the ongoing appropriateness and relevance of the Company’s remuneration policy;
- within the terms of the approved policy determining the Chairman’s remuneration;
- appointing and setting out the terms of reference for any remuneration consultants to advise the Committee;
- agreeing the policy on Director expenses incurred in performance of their duties; and
- drafting the Directors’ Remuneration Report and reporting to shareholders on the implementation of the Company’s remuneration policy in accordance with relevant statutory and corporate governance requirements