Board of Directors
The Board of Directors is responsible for ensuring the Group is  appropriately governed and led. This includes ensuring that the  Executive has formulated and implemented a business strategy  while also holding the Executive to account in delivering such  strategy and results. This involves maintaining relevant internal  control mechanisms and sound risk management within the  business, while also establishing the values and behaviours the  Group needs to ensure its business performance is sustainable  within its sector.

At 31 December 2018 the Board comprised seven members:  An Executive Chairman, Group Finance Director and five further  Non-executive Directors, including John Grant as the Senior  Independent Director. The Executive Chairman has responsibility  for the overall leadership, effectiveness and governance of  the Board and of the Executive Management, along with the  strategic and operational running of the Group. The Senior  Independent Director supports the Executive Chairman and  leads the Non-executive Directors in reviewing the performance  of the Executive Chairman. The Non-Executive Directors  have been appointed to the Board for their specific areas of  knowledge and expertise and exercise their duties in good  faith based on judgements informed by their professional and  personal experience to provide rigour to Board decisions.  The Skills and background for each Director set out in their  biographies on pages 20 to 21 make for a well-balanced and  experienced Board in terms of skills, prior experience and  personal qualities. The Board does not currently have a female  Director; however, the current composition of the Board is based  on a broad variety of factors and as and when a new Director  is needed, it would not discriminate against the appointment  of a new female Director. The Board recognises the benefits of  diversity at all levels of its organisation.

In 2018 the Board was constituted of a majority of Nonexecutive  Directors. This comprised five Non-executive  Directors, three of whom were deemed by the Board to  be independent (John Grant, Rod Holdsworth and Roger  McDowell).

The composition and effectiveness of the Board and its  Committees are regularly reviewed to reflect the skills and  resources needed to assist the Group in delivering its strategic  plan. An internal review took place in 2017 which resulted in  the current composition of the Board. The last external review  took place in 2016, when Linstock Limited, a corporate advisory  firm that provide objective and independent counsel to leading  companies, carried out a full Board evaluation. This evaluation  covered the following areas: board composition, relationship  between the Board and management, the Board’s role in and  oversight of strategy, risk management and internal control,  succession planning and human resource management and  priorities for change. Each Committee was also extensively  reviewed along with the Chairman and Chief Executive Officer.  The proposal is to carry out another external review once the  current Board has been in place for at least a year.

Appropriate training, briefings and inductions are available to all  Directors on appointment and subsequently where necessary,  taking into account the existing qualifications and experience  of each individual Director. All Directors have access to the  Company Secretary, who is responsible for ensuring that Board  procedures are followed and that the Group complies with  all applicable rules, regulations and obligations governing its  operations. Since 2016 the company secretary role has been  separated out from the finance director role and is held by the  Group General Counsel. The Directors also have access to  the advice and services of the Group’s company secretarial  partner, Addleshaw Goddard LLP. In addition, any Director may  take independent professional advice, where necessary, at the  Company’s expense. The Board meets formally at least nine  times a year and additional meetings are held where necessary  to review and approve specific matters where a decision is  required more urgently.

The Non-executive Directors have undertaken to devote  sufficient time to their duties as a Non-executive Director in  order to discharge their responsibilities effectively. This amounts  to an average time commitment of two working days per month;  however, Non-executive Directors regularly give more time  commitment than this in the form of additional calls, emails and  contributions throughout the month.

Each Director is provided with sufficient timely information in the  form of Board papers, to enable full consideration of matters in  advance of meetings in order to properly discharge their duties.  There is a formal schedule of Matters Reserved for the Board  which includes strategy and management, structure and capital,  financial reporting and controls, internal controls, contracts,  communication, Board membership and other appointments,  remuneration, delegation of authority, corporate governance  matters, and policies and this is displayed on the Company’s  website Augeanplc.com. Under the Company’s articles of  association one third of all Directors are required to retire from  office at each Annual General Meeting and may stand for reelection  by Shareholders. In addition, each Director is required  to retire in the third calendar year following his last appointment  and may stand for re-election. Any Director appointed to the  Board during the year is subject to election by Shareholders at  the following Annual General Meeting. The Board is satisfied  that all the Directors standing for election or re-election (as  appropriate) perform effectively and have demonstrated  commitment to their roles.

Risk Management and Control
The Board has overall responsibility for the Group’s systems  of risk management and internal control and for reviewing  their effectiveness, while the role of management, through  the Management Board, is to implement Board policies on  risk management and control. The day-to-day activities of the  Group are managed by the Executive Chairman through the  Management Board, whose membership includes:

  • Executive Chairman;
  • Group Finance Director;
  • Group Operating Officer;
  • Corporate Stewardship Director;
  • Commercial Director;
  • Technical Supply Chain Director;
  • Managing Director of ANSS;
  • Group General Counsel.

The Management Board meets to formally review performance  and risk once each month and maintains regular dialogue between these meetings.

The Management Board regularly reviews the control  environment of the Group and is responsible for managing and  mitigating commercial, operational, safety, compliance and  financial risks. This system is designed to provide reasonable  but not absolute assurance against material misstatement  or loss.

The Group operates a series of controls to meet its needs. Key features of the control system include the following:

  • maintenance of an operational risk register, covering the key health and safety, regulatory and operating risks faced by the Group;
  • maintenance of a register of the major financial risks faced by the Group;
  • monthly reviews of business risks affecting the Group, identifying procedures and action required to manage and mitigate those risks;
  • reports provided to the Board at every meeting setting out the key risks and their management;
  • a clearly defined organisational structure with terms of reference for Board Committees and responsibilities and authorisation limits for executive and senior management;
  • regular visits by the Executive Directors and senior management to operating locations to meet with local management and staff and to review business performance;
  • regular visits by the Group’s technical team to all sites to identify risks and propose improvements to be implemented by senior management. This includes powers to stop activities if they are deemed to represent a danger, or are inappropriate in the context of proper compliance;
  • a range of compliance management systems at the Group’s sites subject to external review, including certification to  ISO 9001:2015; 14001:2015; 18001:2007 and the Publicly  Available Specification of common management system requirements PAS 99:2015;
  • an annual strategic planning and budgeting process;
  • reviews by senior management, the Management Board and the Board of monthly financial and operating information,  including comparisons with budgets and forecasts. The Group uses balanced scorecard reports, containing  key performance indicator targets, as a mechanism for  monitoring and managing the monthly performance of key operations;
  • maintenance of a comprehensive insurance programme, agreed with insurers following a detailed annual review of the risks faced by the Group’s businesses.

To provide an overview of the risks faced by the Group,  the Audit Committee undertakes a six-monthly review of the  corporate risk register, which considers a broad range of risk  items. This takes account of the control environment and may  lead to recommendations which are implemented through the  Management Board.

Last Reviewed: 30 May 2019

COMMITTEES

Below are links to each of the Board’s standing Committees:

AUDIT COMMITTEE
NOMINATION COMMITTEE
REMUNERATION COMMITTEE

AGM & CORPORATE GOVERNANCE CODE

Annual General Meeting
The AGM is held in June every year in London.  All shareholders are invited to attend and vote at the meeting.  The meeting notice and voting forms are sent to shareholders in advance.

Corporate Governance Code
Jim Meredith, Executive Chairman confirms that Augean remains committed to high standards of corporate governance in all of its activities and reports against the Quoted Companies Alliance Corporate Governance Code, a full version of which is available from the QCA at http://www.QCA.com

The Board recognises the value of the Code and good governance and as far as is practicable and appropriate for a public company of the size and nature of Augean plc, adheres to it. The Board regularly reviews guidance from regulatory bodies, supported by its Nominated Adviser, and responds as appropriate. As a business traded on the Alternative Investment Market of the London Stock Exchange and operating in markets based on regulatory frameworks, the Group is familiar with the benefits and challenges associated with maintaining strong and effective governance. In this regard the Board remains focused on the need for a system of corporate governance which delivers compliance with regulation whilst enhancing the performance of the Group. This includes recognising the need to manage and mitigate the risks faced by the business across all of its activities.

Each of the Board’s standing Committees (Audit, Remuneration and Nominations) continued to be active. A report from each Committee chairman can be found in our Annual Report or within the sub-tabs of this section of our website, and I am grateful to each for their diligence and skill in ensuring that the Board plays an effective role in the proper management of the Company and the wider Group.

As Chairman, one of my principal concerns is to maintain excellent relationships with our Shareholders. I continued to make myself available to Shareholders to discuss strategy and governance matters and was pleased to again have individual meetings with some of the Group’s major Shareholders this year.

The Board has a proactive investor relations programme and believes in maintaining good communication with all stakeholders, including institutional and private Shareholders, analysts and the press. This includes making the Executive Directors available to meet with institutional Shareholders and analysts following the announcement of interim and final results. The Board receives feedback from these meetings and uses this to refine its approach to investor relations.

THE QCA CODE

The QCA Code is constructed around ten broad principles which focus on the pursuit of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which the company was created.  These ten principles are:

To Deliver Growth:
1.    Establish a strategy and business model which promotes long term value for shareholders.
2.    Seek to understand and meet shareholder needs and expectations.
3.    Take into account wider stakeholder and social responsibilities and their implications for long-term success.
4.    Embed effective risk management, considering both opportunities and threats, throughout the organisation

Maintain a Dynamic Framework:

5.    Maintain the board as a well-functioning, balanced team led by the chair.
6.    Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.
7.    Evaluate board performance based on clear and relevant objective, seeking continuous improvement.
8.    Promote a corporate culture that is based on ethical values and behaviours.
9.    Maintain governance structures and processes that are fit for purpose and support good decision-making by the board.

Build Trust:

10.  Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other
relevant stakeholders.

As a Company we strive to fulfil these ten broad principles and our website and Annual Report and Accounts cover this as set out in further detail in the table which can be downloaded here.

DOWNLOADS

MATTERS RESERVED FOR THE BOARD
TERMS OF REFERENCE FOR THE AUDIT COMMITTEE
TERMS OF REFERENCE FOR THE REMUNERATION COMMITTEE

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