Board Information
The Board comprises the following persons: He joined the board in February 2007. David Gray, Non Executive Director Originally qualifying as an accountant and holding a number of senior financial positions with BPB, he subsequently moved into general management. Until recetly he was Managing Director of St Gobain's glasswool manufacturing operation in Cheshire, one of only two manufacturing competitors of Superglass in the UK. Over a five year period he led that business to record levels of profitability and return on investment. The Audit Committee reviews the scope, results and cost-effectiveness of the external audit, and has delegated power from the Board to exercise the authority from shareholders to agree the fees of the external auditors. The Audit Committee is also responsible for satisfying itself on the independence and objectivity of the external auditors. The Committee reviews the operation of internal controls and, from the coming year, will report to the Board on the annual review of internal control and risk management. The Committee will meet at least twice per year and will agree further meetings at its discretion. The Chairman of the Committee has the power to call a meeting. The duties of the Committee are to: The Committee is authorised by the Board to: Nomination CommitteeDIRECTORS, SENIOR MANAGERS AND CORPORATE GOVERNANCE
Non-executive Directors:
Tim Ross, Non Executive Chairman
Tim Ross read law at Oxford University and qualified as a solicitor, working in the City of London and as a company legal adviser, before attending London Business School and moving into general management. He has considerable experience of the construction industry and related sectors. He was a main board director of George Wimpey PLC from 1991 to 1996 and is currently chairman of May Gurney Integrated Services plc and Hargreaves Services plc, deputy chairman of Connaught plc and a non-executive director of Ennstone plc and Lavendon Group plc, in addition to board positions with a number of other private or venture capital backed companies. He is a member of the Governing Councils of Clifton College and the University of Bristol.
David Shearer, Senior Independent Non Executive Director
David Shearer, a qualified Chartered Accountant, is an experienced corporate financier, board level strategic adviser and business manager with both UK and international experience. Prior to 2004 he held senior positions with Deloitte & Touche where he was latterly a senior partner and UK Executive Board member of the firm.
David recently stood down as Chairman of housebuilder Crest Nicholson plc following the successful £1.2bn debt reconstruction of that company. He is Deputy Chairman of Aberdeen New Dawn Investment Trust plc, Senior Independent Director of STV Group plc and Renold plc, a Non Executive Director of Mithras Investment Trust plc, Martin Currie Holdings plc and Scottish Financial Enterprise and a Governor of The Glasgow School of Art. He was until early 2007 a Non Executive Director of HBOS plc.
David Gray joined the Board in July 2009. Previously a partner with KMG Thomson McLintock (now KPMG), he spent six years as Managing Director of Caledonian Paper plc, was Finance Director at Scottish Hydro Electric plc and Business Development Director at Scottish and Southern Energy plc. More recently, he was an Executive Director at DTZ Holdings plc. His current directorships include Scottish Water and Romag Holdings plc and he was previously a Non-executive at F&C Asset Management plc. He is a member of Court at the University of Strathclyde.
Executive Directors:
Alex McLeod, Chief Executive
The Board is delighted to announce the appointment of Alex McLeod as Chief Executive with effect from 1st November. He has spent the majority of his career with BPB plc, now part of Saint Gobain the world leader in the supply of plasterboard and gypsum plasters and a major supplier of insualtion, ceiling tiles and related products.
Tony Kirkbright, Finance Director
Tony joined Encon in 1986 as Group Accountant from the Celcon Group Plc based in Leeds where he was a cost accountant of a division of that company. On joining Encon, Tony took responsibility for implementing the financial and commercial systems required for Superglass Insulation to operate as a stand alone entity when it was formed in 1987.
He was appointed as Finance Director of Superglass Insulation in September 1990 and has since been involved in all aspects of the management of the business. As Finance Director Tony has also been responsible for the finances of the European subsidiaries of Encon in France and Germany which have since been sold. Tony is a qualified accountant.
Senior Managers:
The principal functions, management expertise and experience of each member of the Senior Managers (who are not main board Directors) as at the date of this document are set out below:
Micheal Beard, Sales & Marketing Director
Michael Beard joined Superglass in 2000 having previously been National Sales Manager of Charcon, a division of Aggregate Industries. Michael has spent the last 25 years in the sales management sector of the construction materials industry, starting his career with Steetley Construction Materials before moving to English China Clays and Bradstone. Michael undertook various senior management roles in these businesses with the emphasis on key account management, developing strong contacts at a senior level in all sectors of the supply chain.
David Cairns MBA, Production Director
David is the most recent member of the senior management team. He joined Superglass in 1989 as an Engineering Shift Craftsman having served his apprenticeship with United Glass Containers in Alloa. He was promoted to Engineering Manager in 1991 and then to Works Manager in 1999.
David holds a Masters degree in Business Administration.
EMPLOYEE SHARE PLANS
The Company employs a total of 218 members of staff. In order to provide suitable employee incentives and to reflect the commitment of certain employees to Superglass’s business to date, the Company proposes to establish, on or shortly prior to Admission, the Share Incentive Plans, further details of which are set out in paragraph 6 of Part VII of this document.
Both the SAYE Scheme and the CSOP can only be operated once HM Revenue & Customs have formally approved them. Such approvals are being sought.
It is intended that subject to obtaining HM Revenue & Customs’ formal approval in respect of the SAYE Scheme and following its adoption by the Company, invitations to participate in the SAYE Scheme will be sent on or shortly after Admission to eligible employees inviting them to apply for options under the SAYE Scheme. In relation to such invitations, eligible employees may apply to save an amount between £5 and £250 per month in accordance with the rules of the SAYE Scheme under a three or five year savings contract to be selected by the Company. It is further intended that options pursuant to such invitations shall be granted on or shortly after Admission.
Further details of the SAYE Scheme are set out at paragraph 6.1 of Part VII of this document.
Similarly, it is intended that subject to obtaining HM Revenue & Customs’ formal approval in respect of the CSOP and following its adoption by the Company, the Company shall grant options to eligible employees (selected at the discretion of the Remuneration Committee) on or shortly after Admission. The Remuneration Committee intends to grant initial options under the CSOP to a number of key mangers within the Group. The Remuneration Committee anticipates that options will initially be granted under the CSOP over Ordinary Shares with an aggregate market value of between £180,000 and £240,000 at the date of grant.
Each individual’s participation in the CSOP is restricted by HM Revenue & Customs’ limits so that the aggregate market value of Ordinary Shares subject to all options (calculated at the date of grant of each option), held by that individual and granted under the CSOP or any other HM Revenue & Customs company share option plan operated by the Company or any associated company shall not exceed £30,000. Further details of the CSOP are set out at paragraph 6.2 of Part VII of this document.
CORPORATE GOVERNANCE
The Directors are committed to the highest standards of corporate governance and have fully considered the provisions of the Combined Code on Corporate Governance (“the Code”) issued by the Financial Reporting Council in June 2006 and as amended. Following Admission, the Directors intend to comply with the Code in all material respects.
The Code recommends that the board of directors of a UK public company should include a balance of executive and non-executive directors (and in particular independent non-executive directors), such that no individual or small group of individuals can dominate the board’s decision-taking. The Code further recommends that at least half of the Board, excluding the Chairman, should comprise non-executive directors determined by the Board to be independent, and that one non-executive director should be nominated as the senior independent director (which, in the case of the Company, is David Shearer).
The Company does not comply with all of these recommendations since the Board comprises three Directors (excluding the Chairman) of whom one is a non-executive director considered by the Board to be independent. The Directors acknowledge this non-compliance but believe that the composition and operation of the Board is appropriate to a company of the size and nature of Superglass and they consider that there is a satisfactory balance of decision-making power on the Board. The Directors intend to appoint one or more additional independent nonexecutive directors during the first year after Admission.
The Directors have been made aware of the Code recommendation that, where they have concerns that cannot be resolved about the running of the Company or a proposed action, they should ensure that their concerns are recorded in the Board minutes. Non-executive directors have also been made aware of the recommendation that, on resignation, they should provide a written statement to the Chairman, for circulation to the Board, if they have any such concerns.
The Code attaches importance to boards having processes for individual and collective performance evaluation. The Directors have accordingly reviewed and updated existing processes for evaluating the Board’s operation and performance, including its committees.
For individual performance evaluation, the Board has established a Remuneration Committee to assess executive Directors against annual performance targets. The Chairman proposes to talk to each non-executive at least annually about a review of their performance and the senior independent Director proposes to lead an evaluation process of the performance of the Chairman in discussion with the other non-executives and taking account of the views of the executives.
Where a non-executive director stands for re-election, the Chairman will confirm to Shareholders whether he is satisfied from formal performance evaluation that the person’s performance continues to be effective and demonstrates commitment to the role.
Audit Committee
The Group employs rigorous procedures to ensure the continuous independence of the external auditor. Each year, the Audit Committee reviews each year the arrangements for safeguarding auditor objectivity and independence. The members of the Audit Committee are:
Remuneration Committee
The Remuneration Committee comprises two independent non-executive directors of the Company. The members of the Remuneration Committee are:
The Nomination Committee comprises the following members:
The function of the Nomination Committee is to provide a formal, rigorous and transparent procedures for the appointment of new directors to the Board. In carrying out its duties, the Nomination Committee is primarily responsible for: