board of directors
Geoff Wilding
Executive Chairman
Geoff is a former investment banker. He set up his own investment company in New Zealand in 1989. Geoff was appointed Executive Chairman at the General Meeting on 3 October 2012 and has been responsible for execution of the Company’s strategy ever since.
Philippe Hamers
Chief Executive Officer
Philippe has over 25 years’ experience in the flooring industry and headed Europe’s largest carpet manufacturing operation at Balta Group. Prior to this, Philippe was General Manager of the Tufted and Woven Division of Beaulieu International Group.
Alec Pratt
Chief Financial Officer
Alec joins from Deutsche Bank where he was most recently Co-head of EMEA Financial Sponsor M&A. He is an experienced senior finance leader having spent 16 years in investment banking. Throughout this time, he has advised many listed and private companies on significant M&A transactions, executed equity and debt raises of various types, and built teams and businesses within banks. Previously he spent four years at Numis growing their UK public M&A business, and 11 years at J.P. Morgan where he was an Industrials coverage banker focusing on the built environment. Over his career he has advised numerous UK listed building materials manufacturers and distributors at every stage of the business cycle.
Andrew Harrison
Non-executive Director
Andrew has more than twenty years as a solicitor in private practice, specialising in company law. He has advised on a wide variety of corporate transactions, including management buy-outs and buy-ins, corporate acquisitions and disposals and listed company take-overs.
Gavin Petken
Non-executive Director
Gavin is a private equity investor with over 20 years experience across multiple asset classes and sectors. He was previously Head of Investment South and Quoted at BGF, responsible for leading investment and portfolio teams across a number of offices. He was also a member of BGF’s national executive leadership team, national investment committee, and responsible for managing BGF’s UK wide investment activity into public companies, BGF Quoted. Before BGF, Gavin was a Managing Director in Private Equity with RBS plc for 13 years.
Joe Scribbins
Non-executive Director
Joe is a Managing Director of Koch Equity Development LLC, where he founded and leads their Commercial Excellence Team. He holds an MBA from Massachusetts Institute of Technology Sloan School of Management.
committees
Audit Committee
Chaired by: Andrew Harrison
Other Members: Gavin Petken
The Audit Committee is appointed by the Board on the recommendation of the Nomination Committee and, where possible, from amongst the Non-executive Directors of the Group.
How often does the Committee meet?
The Audit Committee meets at least twice a year at appropriate times in the reporting and audit cycle and otherwise as required.
What are the main responsibilities of the Audit Committee?
The Committee’s responsibilities are set out in its terms of reference, which include the following:
- To review the adequacy of the Group’s accounting, financial and operating controls and make recommendations as appropriate.
- To review the proposed accounts of the Group prior to publication and make recommendations regarding the rate of dividend and any other special appropriations.
- To recommend the appointment of the Auditor and review the scope and results of its audit.
- To review the planning of internal and external audits, receive reports thereon and deal with any control weaknesses identified.
- To monitor the extent of non-audit work that the Auditor can perform to ensure that the provision of these non-audit services falls within the Group’s policies and does not impair its objectivity or independence.
The Audit Committee is required to report its findings to the Board, identifying any matters in respect of which it considers that action or improvement is needed and make recommendations as to the steps to be taken.
Who is the Group’s Auditor?
Grant Thornton is the Group’s current Auditor, having originally been appointed in January 2016. The external Auditor is required to rotate the engagement partner responsible for the Group every five years. There are no contractual obligations restricting the Company’s choice of external auditor.
What is the policy on the Auditor providing non-audit services?
In order to seek to preserve auditor objectivity and independence, the Company has a policy regulating the provision on non-audit services by the Auditor. Excluding local taxation advice, this is subject to the approval of the Group Finance Director and the Audit Committee. The ratio of audit fees to non-audit fees charged by the external auditor in any one year as a proportion of the annual external audit fee is kept under regular review to ensure that neither their independence nor their objectivity is put at risk.
Nominations Committee
Chaired by: Andrew Harrison
Other Members: Gavin Petken, Geoffrey Wilding
What is the Committee’s role?
The Nominations Committee reviews the composition and balance of the Board and senior Executive team on a regular basis to ensure that the Board and management have the right structure, skills and experience in place for the effective management of the Group in order to operate efficiently and effectively. This review includes a forward looking analysis of the skills and diversity required of Board members, which is also reviewed and discussed with the Board.
What is the process for appointing Executive and Non-executive Directors?
When recruiting both Executive and Non-executive Directors, the Committee considers the skills, experience, knowledge and diversity that would benefit both the Board and its committees.
What are the main responsibilities of the Nominations Committee?
The Committee’s responsibilities are set out in its terms of reference, which include the following:
- To review the structure, size and composition of the Board and make recommendations with regard to any changes that are considered necessary, including the continuation of existing Directors in office.
- Succession planning for Executive Board appointments.
- Identify and nominate candidates for Board approval to fill Board vacancies as and when they arise.
- To conduct an annual review and identification of the time commitment required from Non-executive Directors.
- To make recommendations to the Board regarding membership of the Audit and Remuneration Committees in consultation with the Chairman of each committee.
Recent Appointments
The current Non-executive Directors were appointed by shareholders at the General Meeting held on 3 October 2012. Following this process, the Board appointed Geoffrey Wilding as Executive Chairman.
Remuneration Committee
Chaired by: Gavin Petken
Other Members: Andrew Harrison
Meetings regularly attended by invitation by:
Geoffrey Wilding, Executive Chairman
How often does the Committee meet?
The Committee meets at least twice a year to review and determine the remuneration of the Executive Directors and the directors of subsidiary companies.
What are the main responsibilities of the Remuneration Committee?
The Committee’s responsibilities are set out in its terms of reference, which include the following:
- To determine and agree with the Board, the remuneration policy for the Group Managing Director, Chairman, Executive Directors and senior managers.
- To review progress made against KPI targets and agree final performance-related bonus awards.
- To review the design of share incentive plans for approval by the Board and shareholders and determine the annual award policy for Executive Directors and senior Executives under existing plans.
- Within the terms of the agreed policy, determine the remainder of the remuneration packages (principally comprising salary and pension) for each Executive Director.
- To review and note the remuneration trends across the Group.
What is the Directors’ Remuneration Policy?
The Directors’ Remuneration Policy is to ensure that remuneration is sufficiently attractive to attract, retain and motivate Executive Directors and directors of subsidiary companies of a calibre that meets the Group’s needs to achieve its performance against financial objectives and relevant competitors.
Remuneration throughout the Group is designed to be competitive in the country of employment.
The Committee gives full consideration to the requirements in Schedule A to the Combined Code.
The current principal components of remuneration are:
- Basic salary and benefits
- Performance-related bonuses
- Performance Share Plan (PSP)
- Long Term Incentive Plan (LTIP)
- Pensions