Guidelines

Introduction
Our corporate governance guidelines have been adopted by the Board. They provide guidance on how the principles of good corporate governance are applied within Bovis Homes. A copy of these guidelines is available from the download bar. 

The latest report on corporate governance is set out on pages 35 to 38 of the 2009 Annual Report and Accounts which is available from the download bar under reports and presentations in the Investor relations section of this website.

The Board

The Board provides leadership of the Group and represents the interests of shareholders and other stakeholders in directing the business successfully.  It brings independent judgement to all issues of strategy, performance, resources and standards of conduct. The Board sets strategic aims and is responsible for monitoring and ensuring that senior management execute determined business strategies to achieve objectives.

The Board meets regularly and the directors receive appropriate, timely and clear information on all relevant matters. The Board takes all material decisions affecting the Group and there is a schedule of matters reserved to the Board for its decision - further details are contained in the corporate governance section of the Annual Report and Accounts. There is also a clear written division of responsibilities between the Chairman and Chief Executive, approved by the Board.

The Board has determined that Alastair Lyons, Lesley MacDonagh, John Warren and Colin Holmes are independent and Alastair Lyons is the Senior Independent Director, providing an additional point of contact for shareholders. There is a balance of executive and non-executive directors on the Board and the Chairman and non-executive directors meet, without the executives present, at least once a year.

The Board completes a formal internal annual performance evaluation each year, using a questionnaire and interview process designed to produce an objective assessment. The results are discussed by the Board and conclusions and actions are agreed for the forthcoming year. Individual director performance evaluations are undertaken by the Chairman and the performance of the Board Committees are also assessed. The Senior Independent Director leads the performance evaluation of the Chairman. 

Training is made available to the directors as and when required and the Chairman ensures that knowledge and skills appropriate to their role on the Board and its Committees are continually updated and refreshed. New directors receive a full, formal, tailored induction on joining the Board.

Executive and non-executive directors are subject to retirement by rotation every three years at the Annual General Meeting.

The Board is assisted by a Remuneration Committee, a Nomination Committee and an Audit Committee and details are given below.

The Board maintains regular contact and dialogue with shareholders through a series of presentations and meetings, particularly following the announcement of final and interim results, and places considerable importance on this. The Group also holds an investors and analysts’ presentation each year, which the Chairman, the Senior Independent Director and the other non-executive and executive directors attend. This provides further opportunity for major shareholders to put their views across and hold discussions with them.

Board Committees

The Board is assisted by a Remuneration Committee, a Nomination Committee and an Audit Committee. 

The Remuneration Committee
This committee is responsible for setting and implementing the remuneration policy for the Chairman, the executive directors and designated senior management. Full details of its activities, the remuneration package and other aspects linked to directors’ remuneration are provided in the report on directors’ remuneration set out in the latest Annual Report and Accounts. 

Membership of the Committee solely comprises the independent non-executive directors – Colin Holmes (Committee Chairman), Alastair Lyons, Lesley MacDonagh and John Warren.

The Nomination Committee
This committee is responsible for reviewing the structure, size and composition of the Board and succession-planning arrangements. It leads the process for new Board appointments, ensuring a formal, rigorous and transparent procedure is followed, and makes recommendations to the Board. The activities of the Committee are set out in the latest Annual Report and Accounts. 

Membership of the Committee comprises Malcolm Harris, (Company and Committee Chairman), Alastair Lyons, Colin Holmes, Lesley MacDonagh, John Warren and Chief Executive, David Ritchie, so that a majority are independent non-executive directors.

The Audit Committee
This committee is responsible for reviewing the policies and processes for financial reporting, internal control and the identification, assessment and management of risk. It also monitors and reviews the effectiveness of the audit process and arrangements for maintaining an appropriate relationship with the Group’s external auditors. The activities of the Committee are set out in the latest Annual Report and Accounts. 

Membership of the Committee solely comprises the independent non-executive directors – John Warren (Committee Chairman), Alastair Lyons, Lesley MacDonagh and Colin Holmes.  

Copies of the Committees terms of reference, approved by the Board, are available from the download bar.