Corporate Governance

The Audit Committee comprises Stephanie Coxon (Chair), Ken Bradley, Marcia Bakker and Nigel Keen. The Audit Committee assists the Board: (i) in observing its responsibility for ensuring that the Group's financial systems provide accurate and up-to-date information on its financial position and that the published consolidated financial statements represent a true and fair reflection of this position; and (ii) ensuring the objectivity of the Company’s external auditor. It also assists the Board in ensuring that appropriate accounting policies, internal financial controls and compliance procedures are in place. The Audit Committee receives and reviews information from the Chief Financial Officer, the Company Secretary, the internal auditor and the external auditors regularly throughout the year.

The Audit Committee is comprised entirely of independent Non-Executive Directors, each having relevant skills and experience as prescribed by the Code and each bringing an independent mind-set to their role. The Committee as a whole has the competence relevant to the sectors in which the Company operates and the Chair, among others within the membership have recent and relevant financial experience.

Ms. Coxon is a chartered accountant, with over 15 years of capital market expertise. She is a former capital markets director for a pre-eminent global Accountancy and Consulting firm. Mr. Keen has 30 years’ property experience with leading blue-chip companies and an established track record as a Non-Executive Director with other FTSE 250 Companies including as chair of a remunerations committee. Mr. Bradley brings a wealth of recent banking (as well as general financial and managerial) experience. Ms Bakker is a Certified Public Accountant with over 20 years of experience in audit, finance, executive search and leadership advisory.

Download the Audit Committee Terms of Reference

The Remuneration Committee comprises Nigel Keen (Chairman), Ken Bradley, Marcia Bakker, and Stephanie Coxon. The Code requires that before appointment as chair of the remuneration committee, the appointee should have served on a remuneration committee for at least 12 months. The Company considers that Mr. Keen has satisfied this requirement. The Remuneration Committee advises the Board on the Group’s overall remuneration policy and meets as and when required. The Remuneration Committee also determines, on behalf of the Board, the remuneration packages of the executive Directors, senior management and other employee benefit structures. The Remuneration committee leads on the oversight of workforce policies and ensuring remuneration is appropriate to attract and retain talent. The Board determines the remuneration of the Non-Executive Directors.

Download the Remuneration Committee Terms of Reference

The Nomination Committee comprises a majority of independent Non-Executive Directors who have no personal financial interest in the matters to be decided, other than as a shareholder (where applicable). The Committee is chaired by Ken Bradley. Its other members are Marcia Bakker, Nigel Keen and Stephanie Coxon. The Board considers that the work and composition of the Nomination Committee complies with the requirements of the Code. At any time that the Nomination Committee recommends a director for appointment, it only makes such recommendation after undertaking a formal, rigorous and transparent process.

Nomination Committee at work: recommending directors for appointment
When considering directors for appointment, the Nomination Committee looks to candidates who the Directors believe will help to steer the Company into the next phase of achievement. In doing so, the focus is on finding candidates who exhibit the experience and skillset which complement the Board’s existing diversity of skills and experience taking great care to ensure they have skills and experience that are highly relevant to the Company’s operations, purpose, strategy and values. When assessing Board composition or identifying suitable candidates for appointment or re-election to the Board, the Board’s Nomination Committee considers candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the Board.

The Nomination Committee is responsible for reviewing the capabilities, talents, diversity and development strategy at the most senior levels of the business and overseeing the development of a diverse pipeline for succession.

Download the Nomination Committee Terms of Reference

Board Diversity
PPHE is committed to a merit-based system for both its Board composition as well as talent recruitment for the Group in order to promote a diverse and inclusive culture which encompasses multiple perspectives. The Board maintains a diversity policy, which is considered for all Board and senior management appointments and succession plans. Furthermore, the Board Diversity Policy is reviewed annually by the full Board.

Our Board at all times consists of talented and committed individuals whose business experience, geography, age, gender, and ethnicity are varied. Diversity at all levels, including at the strategic and oversight level, is key to ensuring the Company is not at risk of group think and monotone decision-making.

Any search firm engaged to assist the Nomination Committee in identifying candidates for appointment to the Board is also specifically directed to include diverse candidates generally and the Nomination Committee endeavours to engage search firms who have signed up to the Voluntary Code of Conduct for Executive Search Firms.

See our Board Diversity Policy for more information

Annual Board Assessment
The Nomination Committee annually assesses the expertise, experience, skills and backgrounds of the current Directors, including the extent to which the current composition of the Board is appropriately diverse.

The Board has a breadth of experience relevant to the Company, and the Directors believe that any changes to the Board's composition can be managed without undue disruption (with the support of the work of the Nomination Committee as set out above).

Following any new appointment to the Board, the new Director is provided with a tailored induction programme to familiarise them with the Company’s strategic aims, purpose, operations, regulatory climate, stakeholders, director's duties and governance practices.

The Board considers agenda items laid out in the Notices of Board Meeting and Agendas which are formally circulated to the Board in advance of board meetings as part of the board papers and therefore Directors may request any agenda items to be added that they consider appropriate for discussion.

Our Chairman chairs our meetings. In instances where the Chairman is not present, the Deputy Chairman will chair the meeting. Each Director is required to inform the Board of any potential or actual conflicts of interest prior to discussion.

The Board has set and approved the division of responsibilities between the Chairman and the Executive Director and Group CEO, the Chair of the Nomination Committee and Senior Independent Director.

The Directors have adopted a set of reserved powers, which establish the key purpose of the Board and detail its major duties.

These duties cover the following areas of responsibility:
• statutory obligations and public disclosure;
• strategic matters and financial reporting;
• oversight of management and personnel matters;
• risk assessment and management, including reporting;
• monitoring, governance and control; and
• other matters having material effects on the Company.

These reserved powers of the Board have been adopted by the Directors to clearly demonstrate the seriousness with which the Board takes its fiduciary responsibilities and as an ongoing means of measuring and monitoring the effectiveness of its actions.

Non-Executive Directors must seek Board approval before undertaking any additional appointment with companies outside the Group. Further, Executive Directors may not accept external directorships and retain any fees earned from those directorships without prior discussion with the Chief Executive Officer and always provided this does not lead to any conflicts of interest and that they do not hold more than one non-executive directorship in a FTSE100 company nor the chairmanship of such company. In the case of the Chief Executive Officer, prior discussion will need to be held with the Chairman. The ability of the Director to devote sufficient time to discharge their Board responsibilities is always taken into consideration when deciding whether they may accept an external appointment. As a means of ensuring the Board members are acting free from personal conflict of interest, the annual board assessment also reviews the independence of its members, taking into consideration their positions and shareholding in other companies.

The Company has arranged appropriate insurance cover in respect of legal action against Directors and senior managers of companies within the Group. In addition, the articles of incorporation of the Company permit the Directors and officers of the Company to be indemnified in respect of liabilities incurred as a result of their office (D&O insurance).

The Code recommends that the Chairman, on appointment, be independent. The Company's Chairman, Eli Papouchado, is the founder of the Red Sea Group (of which Euro Plaza Holding B.V., the Company's largest shareholder, is a subsidiary) and was not therefore independent on appointment, and is not independent of the Company. However, the Board believes that Mr. Papouchado's extensive experience and knowledge of the Group's business, as well as the hotel business generally, justifies this departure from the recommendations of the Code in this instance. The Company takes steps, through its Senior Independent Director, and through the Corporate Governance and oversight responsibilities assigned to the Chair of the Nomination Committee to ensure that any risk created by the non-independence of the Chair is mitigated.