The Flying Futures CIC Board recognises the importance of, and is committed to, high standards of corporate governance and endeavors to comply with the principles of the UK Corporate Governance code first published in 1992 by the Cadbury Committee and updated in April 2016 by the financial reporting council.
The purpose of corporate governance is to facilitate effective, entrepreneurial and prudent management that can deliver the long-term success of the company.
The UK corporate governance code recommends that the board should include a balance of executive and non-executive directors, to ensure that no individual or small group of individuals can unduly influence the board’s decision taking. It further recommends that companies outside of the ftse 350 should have at least two independent non-executive directors, and that one independent non-executive director should be nominated as the senior independent director.
The Flying Futures CIC Board comprises the independent Non-Executive Chairman, two Executive Directors and two Non-Executive Directors, both of whom are considered to be independent (click here for details of the Board members’ background and experience). The Chairman leads, and is responsible for the running of the Board including, but not limited to, ensuring that a fixed schedule of matters is exclusively retained for the Board’s review and approval, and that a framework exists to allow the clear and timely dissemination of relevant information to all Directors for such review to occur.
A Director must declare any conflict of interest and Directors may not participate in discussions or resolutions pertaining to any matter in which the Director has a material personal interest, without Board approval.
In discharging their duties, Non-Executive Directors are provided with direct access to senior management and outside advisers and auditors. Board Committees and individual Directors may seek independent professional advice at the Company’s expense in order to perform their duties in line with the Board’s agreed policy.
The Board has established Audit, Remuneration and Nomination Committees and each of these Committees has written Terms of Reference.
Senior Independent Director
Iain Thomson is Flying Futures CIC’s Senior Independent Director.
Their role includes:
• Chair the Nomination and Governance Committee when it is considering succession to the role of Chairman of the Board.
• Be a conduit, as required, for views by other Non-Executive Directors on the performance of the Chairman, and chair a formal annual session of the Nomination and Governance Committee members (excluding the Chairman) to agree the Chairman’s objectives and review his performance.
• Be the focal point for board members for any concerns regarding the Chairman, or the relationship between the Chairman and the Chief Executive Officer.
The UK Corporate Governance Code requires a board to have three committees: remuneration committee, audit committee and nomination committee. These committees are committees of the board; the board agrees their terms of reference and their membership; the board retains the responsibility for committee decisions.
Dave Cooper is the Chair of the Audit Committee. The other members of the Audit Committee are Lee Golze and Andrew Hood. Other individuals such as the Chairman of the Board, and other Directors may be invited to attend committee meetings as and when appropriate and necessary. The terms of reference of the Audit Committee can be found here. This committee provides independent oversight in relation to financial reporting; internal control and risk management; regulatory compliance; external audit and internal audit.
The audit committee monitors and reviews the effectiveness of the internal audit activities.
Iain Thomson is the Chair of Remuneration Committee, the other members of the Remuneration Committee are Andrew Hood and Lee Golze. The terms of reference of the Remuneration Committee can be found here.They have delegated responsibility for setting remuneration for all executive directors and the chairman, including pension rights and any compensation payments. The committee also recommend and monitor the level and structure of remuneration for senior management. The definition of ‘senior management’ for this purpose is all the non-executive members of the SMT (Assistant Director, Chief Operating Officer, Head of Finance, Head of NCS Programmes and Head of NCS Recruitment.
No Director or manager may be involved in any decisions as to his own remuneration.
The Chair of the Nomination Committee is Simon Collingwood, the other members of the Nomination Committee are Mark Turner and Iain Thomson. The Nomination Committee’s terms of reference can be found here. A nomination committee acts under the corporate governance area of the organisation. It is focused on reviewing the composition of the Board of Directors and on examining the skills and characteristics that are needed in Board candidates. Other responsibilities include making recommendations to the Board about the membership of the Audit and Remuneration Committees and reviewing and changing corporate governance policies.