![[Southern Cross Healthcare Group - Investor Relations]](/ir/sche/images/banner.gif)
The Board supports the principles of corporate governance set out in the combined code on Corporate Governance issued by the Financial Reporting Standards Council in July 2003.
The Combined Code currently recommends that at least half 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.
Currently, the Board is composed of eight members, consisting of the Chairman, four Executive Directors and three independent Non-Executive Directors.
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 Company has three independent Non Executive Directors, namely, Christopher Fisher, Baroness Morgan of Huyton and Nancy Hollendoner.
The Combined Code recommends that the Board should appoint one of its independent non-executive directors as senior independent director and Christopher Fisher has been appointed to fill this role. The senior independent director should be available to shareholders if they have concerns, which contact through the normal channels of chairman, chief executive or finance director has failed to resolve or for which contact is inappropriate.
All Board members are required to commit to the Company's Code of Ethics which describes the ethical principles of Southern Cross Healthcare Group PLC that all Board Members are required to adhere to.
Board Committees
The Board has established and is assisted by the Nomination, Remuneration and Audit Committees. These Committees have formally delegated duties and responsibilities with written terms of references. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
Nomination Committee
The Nomination Committee assists the Board in discharging its responsibilities relating to the composition and make up of the Board. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience on the Board and the size and structure of the Board, it also identifies potential candidates to be appointed as directors, as the need may arise, and determines succession plans for the chairman and chief executive.
The Company's Nomination Committee is composed of four members, (namely Ray Miles, Baroness Morgan of Huyton, Christopher Fisher and Nancy Hollendoner). The Chairman of the Nomination Committee is Ray Miles. The Combined Code provides that a majority of the members of the Nomination Committee should be independent non-executive directors. The Company therefore considers that it complies with the Combined Code recommendations in this regard.
The Nomination Committee will meet formally at least twice a year and otherwise as required.
Remuneration Committee
The Remuneration Committee assists the Board in determining its responsibilities in relation to remuneration, including making recommendations to the Board on the Company's policy on executive remuneration and that of the Chairman, determining the individual remuneration and benefits package of each of the executive directors and recommending and monitoring the remuneration of members of senior management.
The membership of the Company's Remuneration Committee comprises three Non-Executive Directors (namely Christopher Fisher, Baroness Morgan of Huyton and Nancy Hollendoner) and the company chairman, Ray Miles. The Chairman of the Remuneration Committee is Christopher Fisher. The Combined Code provides that the Remuneration Committee should consist of at least three members who are all independent Non-Executive Directors.
The Remuneration Committee will meet formally at least twice a year and otherwise as required.
Audit Committee
The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including 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/external audits and internal controls and risk management systems. The Audit Committee's responsibilities include reviewing the Group's annual financial statements, considering the scope of the annual audit and the extent of the non audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal control systems in place within the Group.
The Combined Code recommends that the Audit Committee should be comprised of at least three members who should all be independent non-executive directors, and that at least one member should have recent and relevant financial experience.
The membership of the Company's Audit Committee comprises three independent Non-Executive Directors (namely, Nancy Hollendoner, Baroness Morgan of Huyton and Christopher Fisher). The Chairperson of the Audit Committee is Nancy Hollendoner, who is considered by the Board to have recent and relevant financial experience.
The Audit Committee will meet formally at least three times a year and otherwise as required.
Quality Assurance Committee
The Board has established a Quality Assurance Committee to assist it in its desire to deliver the highest standards of quality care to the Company's service users. The Quality Assurance Committee's responsibilities include monitoring the compliance and quality assurance of the Company in relation to the obligations imposed on it by statute or any regulatory authority, assessing the effectiveness of internal quality reporting and internal controls and identifying appropriate corrective actions when required.
The Committee's terms of reference require that it should be comprised of at least three directors of the Company.
The current membership of the Company's Quality Assurance Committee is Baroness Morgan of Huyton, Nancy Hollendoner and Kamma Foulkes. The Chairperson of the Committee is Baroness Morgan of Huyton, who is an independent non-executive director.
The Quality Assurance Committee will meet formally at least three times a year and otherwise as required.