The Board of Directors has legal and financial responsibility for the affairs of the Company. The Board delegates day-to day operational responsibility to the executive Directors the Chief Executive, Peter Lawwell and Financial Director, Christopher McKay.
The Board as a whole monitors Company performance against budgets and a rolling 5 year business plan as well as making specific decisions on key areas of the Company's business, risk management and setting future strategy. The Board operates, through the Audit Committee, a comprehensive set of internal financial controls which are reported on regularly by the internal auditor and reviewed each year by the external auditors.
There are some matters which only the Board can decide upon including, for example, the appointment of directors and auditors, the payment of dividends and the approval of budgets and interim and annual results. Decisions on significant contracts and expenditure above certain levels, also require Board approval.
Brief biographical details of the Directors serving are as follows:
Ian P. Bankier (64) was appointed to the Board as an independent non-executive director on 3 June 2011 and became Chairman on 14 October 2011. Mr Bankier is Executive Chairman of Glenkeir Whiskies Limited, a company he substantially owns. Glenkeir operates The Whisky Shop chain, which is the UK’s largest specialist retailer of whiskies. He has been involved in the Scotch whisky industry for over 20 years having been Managing Director of Burn Stewart Distillers PLC and Chief Executive of CL World Brands Limited. Mr Bankier’s formative career was as a solicitor and he was a partner in McGrigors for 15 years, where he specialised in corporate law. Mr Bankier is a member of the Remuneration Committee and chairs the Nomination Committee.
Thomas E. Allison (68) has been a non-executive Director since September 2001. He is Chairman of the Remuneration Committee and a member of the Nomination Committee. Mr Allison is the nominated Senior Independent Director. He is Chairman of Peel Ports Limited and a director of a number of other companies within the Peel Group. He is Chairman of Tulloch Homes Group Limited and an ambassador for The Prince and Princess of Wales Hospice in Glasgow.
Sharon Brown (48) has been a non-executive Director of the Company since December 2016 and is a member of the Audit Committee. Sharon is currently a non-executive director at McColl’s Retail Group plc, Fidelity Special Values Plc and F&C Capital & Income Investment Trust plc. Between 1998 and 2013, Sharon was Finance Director and Company Secretary of Dobbies Garden Centres Ltd and between 1991 and 1998, she held a senior financial position within the retail division of John Menzies plc.
Dermot F. Desmond (65) has been a non-executive Director of the Company since May 1995. He is the Chairman and founder of International Investment and Underwriting (IIU), a private equity company based in Dublin. Through IIU, he has investments in a variety of start-up and established businesses worldwide, in the areas of financial services, technology, education, information systems, leisure, aviation, health and sport (including Celtic FC). He also promoted the establishment of a financial services centre in Dublin in 1986. Today more than 500 companies trade from the IFSC.
Peter T. Lawwell (57), Chief Executive, joined the Company in October 2003 from his position as commercial director with Clydeport plc. Previously he held senior positions with ICI, Hoffman-La-Roche and Scottish Coal. During the year Mr Lawwell served as a member of the Professional Game Board of the Scottish Football Association, the Board of the Scottish Football Association and the Board of the European Club Association.
Lord Livingston of Parkhead (52) was appointed to the Board as an independent non-executive director in October 2007 and chairs the Audit Committee. Lord Livingston was Minister of State for Trade and Investment until May 2015. He was Chief Executive of BT Group plc until September 2013, having also served as chief executive of BT Retail and as Group Finance Director. Lord Livingston has also previously been Group Finance Director of Dixons Group plc and a non-executive director of Ladbrokes plc (formerly Hilton Group plc). He qualified as a Chartered Accountant in 1987.
Christopher McKay (41), Financial Director, joined the Company in January 2016 from a senior position with global consultancy firm Deloitte, where he spent the last 18 years in professional services. Chris qualified as a Chartered Accountant with Deloitte in 2000 and has spent the last 15 years within the Financial Advisory area. He has extensive advisory experience in many industries across the UK and International Markets.
Brian Wilson (67) was appointed as a non-executive Director in June 2005. Formerly a Member of Parliament, Mr Wilson also held several ministerial posts during his political career. He is an experienced journalist and writer and a director of several private companies including Harris Tweed Hebrides Limited and Havana Energy Limited. In 2011, he was named UK Global Director of the Year by the Institute of Directors and is a Trade Ambassador for the UK Government.
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The Board operates 3 standing committees: Audit, Remuneration and Nomination.
Each Committee has written terms of reference. These can be viewed below.
Membership of each standing Committee is restricted to non-executive Directors. Only independent non-executive Directors are entitled to sit on the Audit and Remuneration Committees. Executive Directors, the Company Secretary and other executives and advisers attend certain Committee meetings as required, but are not Committee members.
The Committee consists of Ian Livingston as Chairman, Dermot Desmond and Brian Wilson.
The Committee normally meets at least 3 times a year. The external auditor, Company Secretary, Financial Director and other members of the accounting team attend routinely.
The Audit Committee has a number of key roles:
i. review of Group's accounting policies, internal controls and financial reporting
ii. risk management and business continuity planning
iii. monitoring the scope, quality and independence of the external and internal audit functions
iv. appointment and fees of the external auditors.
The Remuneration Committee is chaired by Tom Allison. The other members are Brian Wilson and Ian Bankier.
The Remuneration Committee determines the terms of engagement and remuneration of the Company's executive Directors, Company Secretary and certain senior executives, on behalf of the Board. The Committee also monitors the Company's executive share option scheme and implementation of other executive and employee incentive schemes. A detailed report is included within the Annual Report.
This Committee comprises Ian Bankier as Chairman, Dermot Desmond and Tom Allison. It meets as necessary, principally to consider and recommend new appointments to the Board and senior positions in the Company for succession purposes.