At Merlin, we believe that effective corporate governance is the foundation of a well-run company.
We're committed to maintaining the highest standards of governance throughout the Company, in line with the core principles set out in the UK Corporate Governance Code.
The Board recognises that a strong governance framework is fundamental to the execution of Merlin’s strategic objectives, underpinned by a clear purpose and well understood culture and values.
Merlin’s overriding purpose is to create truly memorable experiences for visitors and, in doing so value for shareholders. Our corporate governance framework is designed to safeguard these. The Board is committed to ensuring that the procedures, policies and practices of the business continue to be effective and compliant with the Code.
Merlin has a premium Listing on the London Stock Exchange and is subject to the UK Corporate Governance Code (the Code), the Disclosure and Transparency Rules (the DTRs) and the Listing Rules.
We are committed to maintaining high standards of corporate governance across the Group. In this regard, Merlin takes account of the views of its shareholders and institutional shareholder representative bodies.
The Board has overall responsibility for overseeing the strategy and management of the Company.
The Board intends to meet at least six times a year and may meet at other times as required or otherwise at the request of one or more of its Directors.
The Code recommends that a UK listed company’s Chairman be independent on appointment. The Chairman was appointed in December 2009. The Board considers that the Chairman was independent on appointment and remains so. The Chairman’s role is to ensure good corporate governance. His responsibilities include leading the Board, ensuring the effectiveness of the Board in all aspects of its role, ensuring effective communication with shareholders, setting the Board’s agenda and ensuring that all Directors are encouraged to participate fully in the activities and decision-making process of the Board.
The Code recommends that at least half the members of the Board of Directors (excluding the Chairman) of a UK listed company should be independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement. The Board has concluded that, for the purposes of the Code, Charles Gurassa, Andrew Fisher, Fru Hazlitt, Trudy Rautio and Rachel Chiang should be regarded as independent Non-executive Directors and that their appointments are in the best interests of shareholders.
The UK Corporate Governance Code also recommends that the Board should appoint one of the independent Non-executive Directors as the Senior Independent Non-executive Director and Charles Gurassa has been appointed to fulfil this role. The Senior Independent Non-executive Director will be available to shareholders if they have concerns which contact through the normal channels of Chairman, Group Chief Executive Officer or Group Chief Financial Officer has failed to resolve or for which such contact is inappropriate.
The Board has established Nomination, Remuneration, Audit and Health, Safety and Security Committees with formally delegated duties and responsibilities, and written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
The Nomination Committee assists the Board in discharging its responsibilities in relation to the composition of the Board.
The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement directors (other than those appointed by KIRKBI) and will make appropriate recommendations to the Board on such matters.
The UK Corporate Governance Code provides that a majority of the members of the Nomination Committee should be independent Non-executive directors. As the Company’s Nomination Committee consists of the Chairman and three further independent Non-executive Directors, the Company complies with the UK Corporate Governance Code recommendation.
The chairman of the Nomination Committee is Sir John Sunderland. The Nomination Committee will meet formally at least twice a year and otherwise as required. It has responsibility for considering the size, structure and composition of the Board and the retirement and appointment of directors and will make appropriate recommendations to the Board in relation to these matters.
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration.
The Remuneration Committee is responsible for making recommendations to the Board on the Company’s policy on executive remuneration, determining the individual remuneration and benefits package of each of the executive directors and recommending and monitoring the remuneration of senior management below Board level.
The UK Corporate Governance Code provides that the Remuneration Committee should comprise at least three independent Non-executive directors. As the Company’s Remuneration Committee consists of four independent Non-executive Directors and the Chairman, the Company complies with this UK Corporate Governance Code recommendation.
The chairman of the Remuneration Committee is Charles Gurassa, the Senior Independent Non-executive Director. The Remuneration Committee will meet formally at least twice each year and otherwise as required. It has responsibility for considering all material elements of remuneration policy, remuneration and incentives of Executive Directors and senior management with reference to independent remuneration research and professional advice in accordance with the UK Corporate Governance Code and makes recommendations to the Board on the framework for executive remuneration and its cost. The Board is then responsible for implementing the recommendations and agreeing the remuneration packages of individual Directors. The Remuneration Committee is also responsible for making recommendations for the grants of awards under the Company’s Employee Share Incentive Plans. In accordance with the Remuneration Committee’s terms of reference, no Director may participate in discussions relating to his own terms and conditions of remuneration. Non-executive Directors’ and the Chairman’s fees will be determined by the full Board.
The Audit Committee assists the Board in discharging its responsibilities in relation to financial reporting and controls and external and internal audits.
The Audit Committee is responsible for reviewing the Company’s annual financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors, and reviewing the effectiveness of the Company’s internal audit activities, internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half yearly reports remain with the Board.
The UK Corporate Governance Code recommends that the audit committee should comprise at least three independent Non-executive directors, and that at least one member should have recent and relevant financial experience. As the Company’s Audit Committee consists of four independent Non-executive Directors, the Company complies with this UK Corporate Governance Code recommendation. Trudy Rautio is considered by the Board to have recent and relevant financial experience. No members of the Audit Committee have links with the Company’s external auditors.
Trudy Rautio is the chairman of the Audit Committee. The Audit Committee will formally meet at least three times each year and otherwise as required. The Group Chief Executive Officer, the Group Chief Financial Officer, other directors and representatives from the finance function may attend and speak at meetings of the Audit Committee.
The Health, Safety and Security Committee assists the Board in ensuring that health, safety and security matters are managed effectively and proactively throughout the Group.
The Health, Safety and Security Committee is responsible for recommending to the Board, implementing and monitoring the Group’s health, safety and security policy, reviewing the effectiveness of the Group’s health and safety processes and controls, reviewing the health and safety resources available within the Group and the skills of the health and safety management, reviewing the adequacy of security processes and controls, reporting to the Board on matters within the remit of the Committee.
The Health, Safety and Security Committee will formally meet at least four times each year and otherwise as requested. The Health, Safety and Security Committee consists of the Chairman of the Board (who chairs the Committee), the Senior Independent Non-executive Director, at least 2 further Independent Non-executive Directors, the Group Chief Executive Officer, the Group Chief Financial Officer, the Managing Director-Resort Theme Parks Operating Group, the Managing Director-Midway Attractions Operating Group and the Group Health, Safety & Security Director.
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