London Security plc About us Our businesses Investors RNS news Contact us Corporate governance Introduction The purpose of this statement is to describe the Parent Company's approach to corporate governance and, in particular, to explain, review and report upon the effectiveness of how the Group and Parent Company has applied the ten principles set out in Section 3 of the Quoted Companies Alliance ("QCA") Corporate Governance Code issued in 2018. Last reviewed 27 September 2021 Board composition The Board is composed of a mixture of Executive and Non-Executive members in order to provide the division of responsibilities and balance which are considered appropriate to the Parent Company's individual circumstances. The majority of the Board has been actively involved in the fire protection industry for more than 20 years. The Directors’ biographies and skill sets are detailed in Annual Report. The Group and Parent Company is 80% owned by EOI Fire SARL ("EOI"). In the absence of a substantial third party shareholder, it is considered unnecessary and, to a large degree unrealistic, to separate the roles of Chairman and Chief Executive. All the Executive Directors are connected with EOI as are J-P Murray and M-C. Leon (Non-Executive Directors) and are therefore not considered to be independent. To limit the effect of the majority shareholder, the Parent Company and EOI entered into a relationship agreement dated 10 December 1999 in which EOI provided certain assurances to the Parent Company with regard to its relationship with the Parent Company. The agreement confirms that the business and affairs of the Parent Company shall be managed by the Board in accordance with the Parent Company's Memorandum and Articles of Association and with applicable laws and all relevant statutory provisions for the benefit of the shareholders as a whole. Any transactions or other relationships between any member of the EOI Group and the Parent Company would be at arm's length and on a normal commercial basis. The Directors declare their interest and take no part in decisions where appropriate. H. Shouler is recognised as the Senior Independent Non-Executive Director. If he feels it appropriate, the Senior Non-Executive Director is encouraged to seek external professional advice at the Group’s expense. The Board meets on two occasions each year. All directors receive a pre-meeting briefing package and post meeting minutes and appropriate attachments. As a number of the Board’s Directors are based overseas, it is not appropriate for all Directors to attend all meetings. Where a Director cannot attend, they can give their contributions in advance to an attending Director or the Company Secretary and relay any comments concerning the Board minutes before they are adopted. Should there be anything that requires to be discussed further, an all parties telephone Board meeting is convened. All directors receive appropriate monthly management information and have the opportunity to discuss this with the Managing Director or any member of his team or the Board. In addition, Board approval is sought for all material acquisitions or any activities that are of material importance to the Group. Due to the small size of the Board and close involvement of the majority shareholder, the Directors have no current intentions to appoint another Independent Non-Executive Director. Read more Operations Board committees Appointment and removal of Board members Relations with shareholders Relations with stakeholders Health and safety Corporate culture and ethical values Risk management and internal control London Security plc Privacy policy and legals Accessibility Modern slavery statement Privacy settings Registered office: London Security plc, Premier House, 2 Jubilee Way, Elland, West Yorks HX5 9DY Company number: 53417 (registered in England and Wales) © 2021 London Security plc