Corporate governance
The Combined Code does not apply directly to companies whose shares are traded on AIM. The Directors recognise, however, the importance of high standards of corporate governance and observe the requirements of the QCA Guidelines and the Combined Code to the extent the Directors consider appropriate having regard to the size, nature and resources of the Group.
The Board
The Board is responsible for determining policy and business strategy, setting financial and other performance objectives and monitoring achievement. There is a formal schedule of matters specifically reserved for decision by the Board.
There is a clear division of roles between the Chairman and Chief Executive. The Chairman has responsibility for the conduct of Company and Board meetings and for ensuring that Directors are properly briefed to enable full, constructive Board discussions. The Chief Executive is required to develop and lead business strategies and processes for the furtherance of the Group.
The Board currently consists of the Non-Executive Chairman, one Executive Director and three Non-Executive Directors. Their names and biographical details can be found in Board Directors http://www.harvardplc.com/board_of_directors. Each new appointee to the Board is required to stand for re-election at the next Annual General Meeting following their appointment. In addition, one third of the Board retires by rotation at each Annual General Meeting and each Director stands for re-election at least once every three years.
The Board believes that the Chairman and Non-Executive Directors, Mr A P Shearer and Mr G Brady are free from any business or other relationship which could materially interfere with the exercise of their independent judgement. The Chief Executive does not have any third party directorships outside of the Group.
To enable the Board to function effectively and allow it to discharge its duties, all Directors are given full and timely access to all relevant information In general, Board papers are circulated a week in advance of the Board meetings to give Directors adequate time to prepare for the meeting and enable any Director who cannot attend the meeting to have an opportunity to review the matters to be discussed. The Directors may seek independent advice at the expense of the Company.
The Board undertakes an annual evaluation of its performance using the formal process. An annual performance evaluation of the Chairman is also conducted by the Non-Executive Directors, taking into account the views of the Executive Directors.
Board Committees
The Board has delegated authority to a number of committees to deal with matters in accordance with written terms of reference, which are displayed on the Company's website www.harvardplc.com. The Chairman of the committees attends the Annual General Meeting to answer questions from shareholders.
