The Board has adopted principles of good boardroom practice which set out procedures on how Directors are given accurate, timely and clear
information and how they can seek and obtain information or advice necessary for them to discharge their duties and these arrangements are
reviewed annually as part of the Board’s evaluation process referred to above.
Under the Companies Act 2006, a director must avoid a situation where he/she has, or can have, a direct or indirect interest that conflicts, or possibly
may conflict, with the company’s interest. The Companies Act 2006 allows directors of public companies to authorise conflicts and potential conflicts
where appropriate and where the articles of association contain a provision to this effect, as LSL’s Articles do. Accordingly, the Board has adopted
procedures for the Directors to report any potential or actual conflict to the Board for their authorisation where appropriate. Each Director is aware
of the requirement to seek approval of the Board for any new conflict situations, as they may arise. The process of reviewing conflicts disclosed, and
authorisations given, is repeated annually. Any conflicts or potential conflicts considered by the Board and any authorisations given are recorded in
the Board minutes and in a register of Directors’ conflicts which is maintained by the Company Secretary.
Governance
Directors’ Report and Business Review
Board committees
The Board has delegated specific responsibilities to three standing Committees of the Board: Nominations, Remuneration and Audit. The
membership of these Committees and a summary of their main duties under their Terms of Reference are set out below. The full Terms of Reference
may be viewed on LSL’s website (www.lslps.co.uk). During 2012, the Board reviewed the Terms of Reference for each of the Committees to ensure
continued compliance with the 2010 Code. In addition, the Terms of Reference of all LSL’s Committees were amended with effect from 1st January
2013 to take into account the requirements of the UK Corporate Governance Code published by the Financial Reporting Council in September 2012
(2012 Code). It is the intention that the Chairman of each of the Committees will attend the AGM to answer any questions.
nominations committee
Roger Matthews is the Chairman of the Nominations Committee and, as at the date of this Report the other members of the Committee are Adrian
Gill, Mark Morris and Mark Pain. The Committee met twice in 2012 and the Group Chief Executive Officer, Group HR Director and Company Secretary
also attended meetings and assisted the Nominations Committee in its deliberations during this period.
The duties of the Nominations Committee are governed by its Terms of Reference, which was updated on 1st January 2013 and its role includes:
• to regularly review the structure, size and composition (including skills, knowledge and experience) of the Board;
• prior to recommending any appointments, evaluate the balance of skills, experience, independence and knowledge on the Board, its diversity,
including gender and in light of this evaluation, prepare a description of the role and capabilities required for each appointment;
• to review succession plans for the Directors and senior managers, taking into account the challenges and opportunities facing LSL, and what skills
and expertise are therefore needed on the Board in the future. The plans are also reviewed to ensure that LSL maintains an appropriate balance of
skills and experience within the Group and on the Board to ensure progressive refreshing of the Board;
• to recommend to the Board the selection and appointment of new executive and non executive directors in accordance with the Code, ensuring
that any search is conducted, and appointments made, on merit, against objective criteria, with due regard for the benefits of diversity on the
Board, including gender; and
• to review the leadership needs of the Group at varying levels with a view to ensuring the continued ability to compete effectively in LSL’s marketplaces.
By an amendment to the Nominations Committee’s Terms of Reference, the Board has adopted the practice of annual election of all Directors.
As part of its discussions, the Nominations Committee consider the composition of the Board and the balance of skills and experience required to
optimise shareholder value. These discussions include diversity, and in particular gender issues. During 2012, the Committee nominated Adrian Gill
for appointment as a Non Executive Director. The recommendation for the appointment of Adrian Gill took into account his experience in the estate
agency sector. The Committee did not utilise the services of any external search consultancy or open advertising in recommending the appointment
of Adrian Gill, as he was already known to the Group and he fully met the skills and experience specification agreed by the Board.
Following the appointment of Adrian, amongst the Non Executive Directors, LSL now has expertise in 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. The current Board composition includes one female Director, making up 13% of the
Board and in line with the Code, the Board is made up of more than 50% Independent Non Executive Directors.
35