| corporate governance
In June 1998 the Hampel Committee and the London Stock Exchange published the Combined Code on corporate governance. This combines the Cadbury Code on corporate governance, the Greenbury Code on directors' remuneration and new requirements arising from the findings of the Hampel Committee.
The Board is accountable to the Company's shareholders for good governance and this statement outlines how the principles set out in Section 1 of the Combined Code have been applied throughout the accounting period.
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The Eurocamp offices in Hamburg, Germany
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The Board of Directors
The Board of Directors consists of six executive directors and three independent non-executive directors, all of whom are considered to be independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. The posts of Chairman, which is a non-executive position, and Chief Executive are not combined ensuring a clear division of responsibility at the head of the Company. A senior non-executive director has been designated as lead director.
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Biographical notes on all the
directors are to be found on the Company Review page and fuller
biographies are available on the Company's website at www.holidaybreak.co.uk.
Non-executive directors are appointed for specified terms of three
years, subject to three months notice within that period and also
subject to re-election and to Companies Act provisions relating
to the removal of a director. Reappointment is not automatic. All
directors are subject to election by shareholders at the first opportunity
after their appointment and to re-election thereafter at intervals
of not more than three years.
Directors are able to take independent
professional advice, if required, at the expense of the Company.
They also have access at all times to the advice and services of
the Company Secretary who is responsible to the Board for ensuring
that Board procedures are followed and that applicable rules and
regulations are complied with.
Executive Directors receive annual appraisals which are carried
out by the Chief Executive. Appraisal reports are reviewed by the
Remuneration Committee. The Chairman carries out annual appraisals
for the Chief Executive and the other non-executive directors. All
directors receive appropriate induction training on appointment
to the Board. Other training requirements are identified as part
of the annual appraisal process.
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