Corporate Governance
The Board’s prime objective is the sustainable enhancement of business performance and shareholder value. It is responsible for determining all major policies, ensuring that effective strategies and management are in place, for assessing the performance of the Group and its senior management, reviewing the system of internal control, and setting policy relating to social, ethical and environmental matters. The Board also seeks to present to shareholders, potential investors and other interested parties a balanced and coherent assessment of the Company’s strategy, financial position and prospects.
The Board monitors all developments in corporate governance, including the Companies Act 1981 of Bermuda, the NYSE Listing Standards, SEC requirements and the Sarbanes-Oxley Act. The Board reviews its performance and procedures in light of changing expectations regarding best practice and makes amendments, where it believes appropriate, to take account of them.
Most of the NYSE corporate governance requirements are not mandatory for foreign private issuer companies such as Signet. However, the Company has chosen to comply with NYSE corporate governance requirements as a matter of best practice.
Prior to the reorganization, the Group was subject to different corporate governance standards, including the corporate governance provisions of the UK Combined Code. The Company, as a non UK company, is not required to comply with the UK Combined Code but the Board has due regard for the principles of it. The UK Combined Code requires a company to include certain information in its annual report. The Company has not included all of that information in this annual report on Form 20 F.
The Board currently comprises two executive directors and seven non-executive directors including the Chairman. The Company regards all the non-executive directors, including the Chairman, as “independent” in accordance with the NYSE Listing Standards. It also regards all the non-executive directors, excluding the Chairman, as independent non-executive directors, within the meaning of “independent” as defined in the UK Combined Code.
The Board met six times and the Board of the Predecessor Company met five times during fiscal 2009 with Ms. Knox being unable to attend on one occasion.
The formal schedule of matters reserved for the Board is reviewd annually and can be downloaded here (6 Kb PDF) or viewed as a webpage.
