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 70 - 81.
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 2022.
|Director||Board meetings||Committee meetings|
* Peter Cole retired from the Board following the conclusion of the Company’s Annual General Meeting in 2022.
During the year, the Chairman and the other Non-executives met periodically in the absence of the Executive Directors.
The main roles and responsibilities of the Audit Committee include:
- Monitor the integrity of the financial reporting process
- Scrutinise the full and half year financial statements
- Consider and challenge the key financial judgements
Risk management and internal control
- Oversee the internal control processes
- Assess the need for an internal audit function
- Review the risk management framework
- Ensure risks are carefully identified, assessed and mitigated
- Review the performance, independence and effectives of the external auditor and audit process
- Review the viability statement and going concern basis of preparation of the financial statements
- Consider whether the Annual Report is "fair, balanced and understandable"
- Monitor compliance with the applicable laws and regulations
There are arrangements in place whereby employees may, in confidence, raise concerns about possible improprieties in matters of financial reporting amongst other things. The Committee ensures that the management 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 key responsibilities for the Nomination Committee are;
Board composition and succession
- Reviews and evaluates the size, structure and composition of the Board and its Committees
- Considers the diversity of the appointments and balance of skills, knowledge and experience of each Director
- Considers succession planning for the Board and the senior management
- Leads the process for new appointments to the Board and its Committees
- Ensures that all new Directors receive an appropriate induction programme and reviews the training requirements of the Board.
- Ensures that all potential conflicts of interest are declared on appointment and that all disclosed potential conflicts of interest are reviewed regularly.
Promotes the Company's policy on diversity at Board level
- Leads the annual Board and Committee evaluation exercise
Re-appointment of Directors
- Reviews the time required from Non-executive Directors and their external commitments
- Considers the annual election and re-election of Directors to the Board at the Annual General Meeting
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.
Responsible business reflects PHP’s strong commitment to its, ESG matters and addresses the key areas of the environment, social and governance issues that are embedded into our investment, asset management, development and corporate activities. We are committed to acting responsibly, having a positive impact on our communities, improving our responsible business disclosures, mitigating sustainability risks and capturing environmental opportunities for the benefit of our stakeholders.
We realise the importance of our assets on the local healthcare community, making it easier for our GP, NHS and HSE occupiers to deliver effective services. We are committed to creating great primary care centres by focusing on the future needs of our occupiers and thereby ensuring we are creating long term sustainable buildings.
In October 2020, the NHS adopted a multi-year plan to become the world’s first carbon net zero national health system by 2045 and with an ambition for an interim 80% reduction by 2036-2039. PHP is committed to helping the NHS achieve this target and will pro-actively engage and work with our various healthcare occupiers to help them achieve this.
Consequently, the ESG Committee, originally established by PHP in 2019, became a full Committee of the Board in 2020. The Committee comprises of the Non-Executive Directors, Laure Duhot as Chair, Steven Owen, Ian Krieger, Ivonne Cantu, Harry Hyman (Chief Executive), Richard Howell (Chief Financial Officer), David Bateman (Chief Investment Officer) and Jesse Putzel (Director, ESG) along with senior members of staff, as standing invitees, who each have relevant experience in the business and are responsible for the implementation of the ESG policies, targets and monitoring performance throughout our operations.
The principal responsibilities of the Committee are:
- Setting the remuneration framework or policy for the Directors and ensuring it is aligned to the Company’s purpose and values and linked to delivery of the Company’s long term strategy.
- Reviewing the continued appropriateness and relevance of the Company’s Remuneration Policy.
- Within the terms of the approved policy, determining the remuneration of the Directors, the Company Secretary and the senior executives.
- Appointing and setting out the terms of reference for any remuneration consultants to advise the Committee.
- Agreeing policy on the recovery by the Directors of expenses incurred in performance of their duties.
- 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.