78 GOVERNANCE DIRECTORS AND OFFICERS 80 GOVERNANCE AT A GLANCE 82 CORPORATE GOVERNANCE 84 NOMINATION COMMITTEE REPORT 87 AUDIT COMMITTEE REPORT 90 REMUNERATION REPORT 94 SUMMARY OF REMUNERATION POLICY 96 ANNUAL REMUNERATION REPORT 98 DIRECTORS’ REPORT 110 DIRECTORS’ RESPONSIBILITIES 112 INDEPENDENT AUDITORS’ REPORT 113 Shaftesbury Annual Report 2016 79 DIRECTORS AND OFFICERS EXECUTIVE DIRECTORS Executive Directors from left to right: Chris Ward, Tom Welton, Brian Bickell, Simon Quayle BRIAN BICKELL, FCA SIMON J QUAYLE, BSc, MRICS TOM J C WELTON, MRICS CHRIS P A WARD, MA (Oxon), ACA Chief Executive Executive director Executive director Finance Director Overall responsibility for Responsible for the asset Responsible for the asset Responsible for implementation of implementing the Group’s strategy management and operational management and operational the Group’s financial strategy and all and day-to-day operations strategy in Carnaby, Soho and strategy in Covent Garden and aspects of accounting and taxation Joined the Group in 1986 Charlotte Street Chinatown Joined the Group in 2012 Board appointment Joined the Group in 1987 Joined the Group in 1989 Board appointment Appointed Finance Director on Board appointment Board appointment Appointed Finance Director 20.7.1987 and Chief Executive on Appointed Property Director Appointed Property Director on 9.1.2012 1.10.2011 on 1.10.1997 on 1.10.1997 External appointments External appointments External appointments External appointments Westway Trust Director of Longmartin Properties ZSL Development Strategy Board Director of Longmartin Properties Limited Limited Board member of Westminster Property Association Chairman, UK China Visa Alliance Board member of Freehold SECRETARY REGISTERED OFFICE PENNY THOMAS, LLB (Hons), FCIS 22 Ganton Street, London W1F 7FD Tel: 020 7333 8118 email: [email protected] Registered number: 1999238 80 Shaftesbury Annual Report 2016 GOVERNANCE DIRECTORS AND OFFICERS NON-EXECUTIVE DIRECTORS JONATHAN C NICHOLLS ACA, FCT* Skills SALLY E WALDEN* Other appointments Non-executive Chairman and Chairman Over 18 years’ experience of plc Non-executive director and Non-executive director of Rectory of the Nomination Committee boards and their operation chairman of the Remuneration Homes Limited Board appointment 1.9.2016 and Strong and well-developed finance, Committee Non-executive chairman of Chairman on 1.10.2016 commercial and strategic skills Board appointment 2012 Red & Yellow Experience Significant communication, investor Experience Governor of Activate Learning From 1985 various roles at Abbey relations and management skills From 1984 to 2009 with Fidelity Skills National. In 1996 joined Hanson plc Several decades experience in International in senior fund Strong financial skills and became Finance Director in 1998. property and related industries management roles Extensive experience in leadership Joined Old Mutual plc in 2006 as Other appointments and management Group Finance Director JILL C LITTLE* Trustee of the Fidelity Foundation Non-executive director and Senior Trustee of Wiltshire and Swindon OLIVER J D MARRIOTT* Non-executive director of Man Independent Director Group plc from 2004-2006 Community Foundation Non-executive director Board appointment 2010 Non-executive director and Skills Board appointment 2009 Experience Experience of financial markets and chairman of the audit committee of Experience John Lewis Partnership 1975 to 2012. fund management Previously a financial journalist with Great Portland Estates plc from Merchandise director 2002-2011 and 2009 until July 2016 Experience in remuneration roles as property editor on the Business and Development director structures Investors Chronicle and financial Other appointments 2011-2012 Financial analysis skills editor of The Times Non-executive director and chairman Other appointments of the audit committee of SIG plc Former chairman of Churchbury Chairman of the Commercial Group DERMOT C A MATHIAS BSC, FCA* Estates Limited and Ilex Limited Non-executive director, senior of the National Trust Non-executive director and Non-executive director of P&O independent director and chairman Non-executive director of Joules Chairman of the Audit Committee of the audit committee of D S Smith plc from 1985-1991 Group Plc Board appointment 2012 Non-executive director, senior Skills Consultant to a number of global Experience Experience in finance and property independent director and chairman retailers of the audit committee of Ibstock plc Partner in the corporate finance sectors Skills department of BDO LLP from 1980 Significant experience in the retail sector From 2002-2009 senior partner of HILARY S RIVA, OBE* Strong communication and the firm and chairman of the policy Non-executive director management skills board of BDO International Board appointment 2010 Experience Previously managing director of various high street brands including Top Shop, Warehouse, Dorothy Perkins and Evans Chief Executive of the British Fashion Council from 2005-2009 and remained in a non-executive capacity until November 2010 Other appointments Non-executive director of ASOS plc, London and Partners and Shepherd Neame Limited Skills Extensive experience in the fashion retail industry Understanding of consumer behaviour and strategic planning * Independent non-executive directors for the purposes of the UK Corporate Governance Code. More detailed biographies are available on our website. Non-executive directors from left to right: Oliver Marriott, Jill Little, Jonathan Nicholls, Sally Walden, Dermot Mathias, Hilary Riva GOVERNANCE Shaftesbury Annual Report 2016 81 GOVERNANCE AT A GLANCE LEADERSHIP THE ROLE OF THE THE BOARD CHAIRMAN DIVISION OF • Schedule of matters • Independent RESPONSIBILITY reserved for the Board Chairman appointed 1.10.2016 • Separation of roles • D&O cover and deeds of Chairman and of indemnity • Leadership of Chief Executive the Board • Statement of responsibilities NON-EXECUTIVE DIRECTORS • Meetings of non-executive directors held without executives • Senior Independent Director identified ACCOUNTABILITY UK CORPORATE GOVERNANCE RISK MANAGEMENT CODE AND INTERNAL Compliant except for CONTROL • Robust assessment of A.3.1 and B.6 - see page 84 principal risks - page 63 • Risk management and internal control - page 65 • Viability Statement - page 71 AUDIT COMMITTEE AND AUDITORS • Audit Committee Report - page 90 FINANCIAL AND • Recent and relevant financial experience BUSINESS - Dermot Mathias • Whistleblowing Policy - page 93 REPORTING • Review of need for internal audit function THE LEVEL AND • Directors responsible for preparing - page 92 COMPONENTS OF annual report which is fair, balanced • External auditor appointment - page 91 and understandable - page 112 REMUNERATION • Auditor’s Report - page 113 • Annual Remuneration • Business model description - page 8 Report - pages 98 to 109 • Adopt going concern basis - page 91 REMUNERATION 82 Shaftesbury Annual Report 2016 GOVERNANCE GOVERNANCE AT A GLANCE CONTINUED EFFECTIVENESS RE-ELECTION APPOINTMENTS COMPOSITION • All directors are re-elected on an EVALUATION TO THE BOARD OF THE BOARD annual basis • Board performance • Nomination Committee • Independent Chairman • 3 non-executive directors evaluation delayed to process for Chairman • Balance of 4 executive directors have more than 6 years 2017 - page 84 appointment - page 87 service and are subject and 5 independent non-executive • External evaluation to rigorous review directors in 2015 • Skills and experience - page 81 DEVELOPMENT • Induction of Chairman COMMITMENT - page 89 INFORMATION • Directors training is • Time commitment AND SUPPORT monitored and updates UK CORPORATE considered when • Company Secretary on regulatory and electing and advises the Board through legislative changes GOVERNANCE re-electing directors the Chairman provided • Access to independent CODE professional advice Compliant except for • Good information flows between management A.3.1 and B.6 - see page 84 and the Board DIALOGUE WITH CONSTRUCTIVE SHAREHOLDERS USE OF GENERAL • Over 235 meetings with MEETINGS investors and potential • Accessible AGM with voting on investors including a poll, separate resolutions and portfolio tours proxy voting (for, against or • Chairman and Senior withheld) Independent Director • Committee Chairs available available to shareholders at AGM to answer questions • Notice sent out at least 20 working days before meeting PROCEDURE • Remuneration Policy summary table pages 96 to 97 RELATIONS WITH • Annual Remuneration Report - pages 98 to 109 SHAREHOLDERS • No director is involved in fixing their own remuneration GOVERNANCE Shaftesbury Annual Report 2016 83 CORPORATE GOVERNANCE THE ROLE OF THE BOARD IN GOVERNANCE IS TO SET THE STRATEGIC AIMS OF THE BUSINESS, PROVIDE LEADERSHIP AND SUPERVISION AND REPORT TO SHAREHOLDERS ON ITS STEWARDSHIP. DEAR SHAREHOLDER I am delighted to be writing to you as your new Chairman. HUMAN RIGHTS AND THE MODERN SLAVERY ACT 2015 Corporate governance is an important component of the day-to-day The Group is committed to respecting human rights and as part of that running of your Company and I intend to follow in the footsteps of good commitment, is a signatory to the UN Global Compact. As a property governance set by my predecessors. My background in other listed investment company, human rights in a small head office of 27 people are companies means that I have a wide range of experience to bring to easy to oversee. With our outsourcing model, we are concentrating