Corporate Governance Report
uK corporate governance code (June 2010) (2010 code)
The Board is committed to the highest standards of corporate governance and the Directors recognise the value and importance of meeting
the principles of good corporate governance as set out in the Code. This part of the Report describes the corporate governance arrangements that
are in place. During 2012, LSL complied with the provisions of the 2010 Code in all respects.
the Board
At the date of this Report, the Board has eight members which is comprised of the Chairman, three Executive Directors and four Independent Non
Executive Directors. Roger Matthews is the Chairman and Mark Morris is the Senior Independent Non Executive Director. The Directors are listed with
their biographies in LSL Board at pages 24 and 25 of this Report.
There is a clear division of responsibilities between the Chairman and the Group Chief Executive Officer. The Chairman’s key responsibilities are
Governance
Directors’ Report and Business Review
leadership of the Board and ensuring its effectiveness on all aspects of its role. The Chairman sets the Board’s agenda, ensuring that adequate time
is available for discussion of all agenda items, and in particular strategic issues. He also promotes a culture of openness and debate by facilitating the
effective contribution of the Non Executive Directors in particular, and ensuring constructive relations between the Executive and Non Executive
Directors.
The Group Chief Executive Officer’s key responsibility is the running of the business and his delegated powers have been set by the Board and the
Directors are satisfied that the balance of Executive and Non Executive Directors is appropriate and that no individual or group may dominate the
Board’s decisions.
All of the Non Executive Directors are independent of management and have a range of experience covering strategy, estate agency, surveying,
financial services, the residential housing sector, retail and marketing, operations, business services, entrepreneurial private and public companies,
finance, customer and employee matters and corporate governance.
When Roger Matthews was appointed Chairman he was deemed to be independent under the provisions of the Code. Since then he has also become
a non executive chairman of MITIE Group plc and Pertemps Network Group Limited and he is also a trustee of Cancer Research UK.
During the year the Directors continuously review and are encouraged to provide feedback on the effectiveness of the Board. Further, they
undertake an annual evaluation of the performance of the Board which includes an evaluation of the Board, its committees and of individual
Directors (including diversity and in particular gender) to ensure that the Directors remain individually and collectively effective.
The evaluation process in 2012 involved discussions between each Director and the Chairman and meetings of the Board and the Non Executive
Directors (including discussions without the Chairman present and chaired by the Senior Independent Non Executive Director, to appraise his
performance). The Non Executive Directors evaluate the Chairman’s performance, after taking into account the views of the Executive Directors.
Whilst no significant issues requiring action arose from these evaluations, the outcomes of the exercise were reported to the Board and showed that
the Board and its Committees were discharging their responsibilities effectively. The appraisal produced a number of recommendations to further
improve effectiveness of the Board. As a result, the Board is continuing to spend more time on key strategic opportunities as well as monitoring
performance and governance matters.
LSL recognises the benefits of gender diversity and the current Board composition includes one female Director, Helen Buck, who is an Independent
Non Executive Director. Whilst LSL remain of the view that the setting of targets for the number of female directors on the Board is not necessary and
that it will continue to appoint on merit, the Chairman will ensure that all searches take into account diversity, including gender.
Copies of the Executive Directors’ service agreements and of the Non Executive Directors’ letters of appointment are available for inspection at the
Registered Office during normal business hours and at each AGM.
All Directors may receive independent professional advice at LSL’s expense, if necessary, for the performance of their duties. This is in addition to
the access every Director has to the Company Secretary and her team. The Company Secretary is responsible for advising the Board on all matters of
corporate governance, ensuring that all Board procedures are followed and facilitating training.
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