WITNO0740105
WITNO0740105
Exhibit WITN00740105.
POLB(12)07 Appendix A
Corporate Code of Governance
The Financial Reporting Council (FRC) is the UK’s independent regulator
responsible for promoting high quality corporate governance and reporting. The
FRC’s first Code of Corporate Governance (1992 Cadbury Committee) was
updated in June 2010 and sets out how the Board of a Company should
discharge its responsibilities. The Code is not a set of firm rules but a number of
principles to which a Company should “Comply or explain”. It is set out in five
main sections:
Leadership
Board: Every company should be headed by an effective Board which is
collectively responsible for the long-term success of the company
Responsibilities: A clear division of responsibilities should exist between the
running of the Board and the executive responsibility for the running of the
business
Chairman: The Chairman should lead the Board and ensuring its
effectiveness
Non-executive Directors: The Non-executive Directors should constructively
challenge and help develop proposals on strategy.
Effectiveness
Appropriate members :The Board should have the appropriate balance of
skills, experience, independence and knowledge of the company
Appointments: There should be a formal, rigorous and transparent procedure
for the appointment of new Directors to the Board.
Dedicated Time: All Directors should be able to allocate sufficient time to the
company to discharge their responsibilities effectively.
Induction: All Directors should receive induction on joining the Board and
should regularly update and refresh their skills and knowledge.
Information: The Board should be supplied in a timely manner with
information in a form and of a quality appropriate to enable it to discharge its
duties
Evaluation: The Board should undertake a formal & rigorous annual
evaluation of its own performance & that of its committees and individual
Directors.
Re-election: All Directors should be submitted for re-election at regular
intervals, subject to continued satisfactory performance.
Accountability
Assessment: The Board should present a balanced and understandable
assessment of the company’s position and prospects.
Risk: The Board is responsible for determining the nature and extent of the
significant risks it is willing to take in achieving its strategic objectives. The
Board should maintain sound risk management and internal control systems.
Reporting: The Board should establish formal and transparent arrangements
for considering how they should apply the corporate reporting and risk
management and internal control principles and for maintaining an
appropriate relationship with the Company's auditor.
WITNO0740105
WITNO0740105
Exhibit WITN00740105.
Remuneration
Remuneration: Level should be sufficient to attract, retain and motivate
Directors of the quality required to run the company successfully, but not
more than is necessary for this purpose. A significant proportion of executive
Directors’ remuneration should be structured to link rewards to corporate and
individual performance.
Procedure: Formal and transparent procedure for developing policy on
executive remuneration and for fixing the remuneration packages of individual
Directors. No director should be involved in deciding his or her own
remuneration.
Relations with shareholders
Communication: There should be a dialogue with shareholders based on the
mutual understanding of objectives. The Board as a whole has responsibility
for ensuring that a satisfactory dialogue with shareholders takes place.
AGM: The Board should use the AGM to communicate with investors and to
encourage their participation.