Corporate Governance

Company documents
Certificate of incorporation on change of name (PDF 26KB)
Certificate of entitlement to do business and borrow (PDF 20KB)

Articles of Association
Amendments to articles to be adopted 1 October 2008 (PDF 218KB)

Go to Section Combined code on corporate governance Overview of the Board of Directors Executive Group Shareholder relations Financial reporting Internal control and risk management Audit Committee Remuneration Committee Nomination Committee Audit Committee terms of reference Remuneration Committee terms of reference Nominations Committee terms of reference

Combined code on corporate governance

In July 2003, the Financial Reporting Council issued a new Combined Code on Corporate Governance (the Code). As an AIM listed company, Colliers CRE plc is not required to comply with all of the Code's requirements. However, the Board supports the provisions of the Code and has disclosed relevant details of the group's corporate governance.

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Overview of the Board of Directors

The roles of Chairman and Chief Executive are split and there are four non-executive directors, including the Chairman, two of whom are independent.

A Senior Independent Director has not been designated, as required by the Code, because the size of the Company makes such a designation unnecessary.

The Board meets five times a year to discuss strategy, budgets, major items of capital expenditure, acquisitions, disposals, the approval of interim and preliminary announcements, dividend policy and senior personnel appointments.

One-third of the directors are subject to retirement by rotation every year, as stated in the group's Articles of Association. Directors subject to retirement by rotation include those who:

1. Wish to retire and not offer themselves for re-election.
2. Have been longest in office since their last appointment or re-appointment.
3. At the annual general meeting have been in office more than three years since their appointment or re-election.

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Executive Group

The Executive Group runs the business and reports to the Board of Diretors via the Chief Executive and Chief Financial Officer. Its members are the four executive directors from the Company's Board and divisional heads from Colliers CRE.

Non-executive Directors receive papers for, and are entitled to attend, formal quarterly meetings of the Executive Group.

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Shareholder relations

The Board considers relations with shareholders to be particularly important. Regular presentations are given to institutional shareholders and the Board looks on the Annual General Meeting as an opportunity to communicate with all shareholders.

Details of the last Annual General Meeting can be found on the reports and accounts page.

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Financial reporting

The Board aims to present a balanced, easily understood view of the group's financial position and prospects.

The Directors are responsible for:

• Preparing the Company's annual report and accounts in accordance with applicable law and generally accepted accounting practices in the United Kingdom.
• Keeping proper accounting records which disclose at any time, with reasonable accuracy, the financial position of the Company and to ensure accounts comply with all relevant legislation.
• Safeguarding the assets of the Group and hence taking reasonable steps for the prevention and detection of fraud and other irregularities.
• Maintenance and integrity of the Company's website.

Company law requires yearly accounts that give a true and fair view of the state of affairs of the Company, including the profit or loss for that year. In preparing these accounts, directors are required to:

• Select suitable accounting policies and then apply them consistently.
• Make judgements and estimates that are reasonable and prudent.
• State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts.
• Prepare accounts on a 'going concern' basis, unless it becomes inappropriate to presume the Company will continue in business.

Please note: legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

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Internal control and risk management

The company maintains a system of internal financial control and risk management in order to provide reasonable, but not absolute, assurance of:

• Maintaining proper accounting records and reliability of financial information used within the business and for publication.
• Safeguarding of assets against unauthorised use or disposition.
• Assessing areas of risk and managing them to achieve the company's objectives.

The Board continually reviews the effectiveness of internal controls, which include:

• Management reporting system with regular working capital reports and forecasts.
• Regular reporting to the Board on financial and treasury matters.
• Detailed authorisation process ensuring no commitments are entered into without appropriate authorisation.
• Scheduling matters reserved for decision by the Board.

The Group is committed to the highest standards of behaviour in the conduct of its business and expects all directors, staff and other employees to adhere to this commitment. Employees, or anyone else, with serious concerns about any aspect of the business are encouraged to come forward and express those concerns through a confidential channel of communication without fear of reprisal or victimisation.

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Audit Committee

The Audit Committee receives reports from, and consults with, the Company's external auditors. It is responsible for:

• Reviewing accounting procedures and controls.
• Publishing the Company's accounts.
• Reviewing effectiveness of the internal financial control system.
• Considering the appointment, independence and objectivity of auditors.
• Reviewing the results and effectiveness of audits.

Members: Chris Newell (chair), Sir John Ritblat, John Manser and David Munns

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Remuneration Committee

Responsible for deciding employment terms and annual remuneration of executive directors and senior employees of the Company.

The Chief Executive attends by invitation and is consulted on the remuneration packages of executive directors (other than himself) and senior employees. The Chairman also attends by invitation.

The committee complies with the Code but with the exception that only two of its three members are considered independent.

Members: John Manser (chair), Colin Wagman and Chris Newell

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Nomination Committee

The committee is responsible for:

• Submitting suitable candidates for board vacancies to the Board for approval.
• Preparing a description of the role and capabilities required for each vacancy.
• Regularly reviewing the structure, size and composition of the Board and making change recommendations to the Board.
• Ensuring newly appointed non-executive directors receive a formal letter of appointment detailing the time commitment, committee service and involvement in outside Board meetings expected from them.

Members: Sir John Ritblat (chair), John Manser, David Izett and Chris Newell

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Audit Committee terms of reference

Summary of the terms of reference under which the Company's Audit Committee operates.

a. Membership

The Audit Committee and the chairman of the Audit Committee shall be appointed by the Board from among the non-executive directors of the Company and shall consist of not less than three members, two of whom shall be independent non-executive directors. A quorum shall be two members.

b. Meetings

Meetings shall be held not less than twice a year. The external auditors or the Head of Internal Audit (if any) may request a meeting if they consider that one is necessary.

The Chief Financial Officer, the Head of Internal Audit and a representative of the external auditors shall normally attend meetings. Other Board members shall also have the right of attendance. However, at least once a year, the Audit Committee shall meet with the external auditors without executive Board members present.

The Audit Committee shall appoint one of its members as Secretary or may appoint the Company Secretary to act as Secretary of the meeting provided that the Company Secretary for the time being shall have no executive responsibility for financial management.

c. Authority

The Audit Committee is authorised to:

1. investigate any activity within its terms of reference

2. seek any information it requires from any employee (all employees are directed to co-operate with any request made by the Audit Committee)

3. obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary

d. Duties

The duties of the Audit Committee shall be:

1. to consider the appointment of the external auditor and the Head of Internal Audit, the audit fee, the independence and objectivity of the auditors (where the auditors also supply a substantial volume of non-audit services to the Group, to keep the nature and extent of such services under review, seeking to balance the maintenance of objectivity and value for money), and any questions of retirement, resignation or dismissal

2. to review the nature and scope of the audit, discuss the audit with the external auditor before it commences, and ensure co-ordination where more than one audit firm is involved

3. to review the half-year and annual financial statements before submission to the Board

4. to review the results of the audit and its cost effectiveness

5. to review annually the effectiveness of the Company's systems of internal control (including financial, operational and compliance controls and risk management) prior to review by the Board and from time to time to make recommendations to ensure the maintenance of a sound system of internal control to safeguard shareholders' investment and the Company's assets

6. where an internal audit function exists, to review the annual internal audit work plan/programme and its results, ensure co-ordination between the internal and external auditors, and ensure that the internal audit function is adequately resourced, has freedom to act and has appropriate standing within the Company, and if an internal audit function does not exist from time to time to review the need for such a function

7. to consider the major findings of internal investigations and management's response

8. investigate and report and/or make recommendations on any matter in any way connected with the matters which the Audit Committee is to review, consider or determine or on which it is to advise, or which is referred to the Audit Committee by the Board

e. Reporting Procedures

The Secretary shall circulate the minutes of meetings of the Audit Committee to all members of the Board.

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Remuneration Committee terms of reference

Summary of the terms of reference under which the Company's Remuneration Committee operates.

a. Membership

Members of the Remuneration Committee and the chairman of the Remuneration Committee shall be appointed from time to time by the Board and shall consist of not less than two eligible directors. Only non-executive directors of the Company who are independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgment shall be eligible directors.

Meetings of the Remuneration Committee shall be held as required, but not less than twice annually. The quorum shall be two.

b. Authority of the Remuneration Committee

The Remuneration Committee shall on behalf of the Board giving full consideration to the principles of good governance and code of best practice contained in the Code review and recommend to the Board changes to the Company's policy on executive remuneration, and the framework in which that policy is applied, and its cost.

The Remuneration Committee shall on behalf of the Board:

1. determine, on the basis of that policy:

   A. the specific remuneration packages for each of the executive directors, including pension rights and all benefits whether in cash or in kind, fixed for a term or performance related, immediate or deferred

   B. any variation of the specific remuneration packages for any of the executive directors

   and approve the terms and authorise the execution of any relevant documentation

2. determine, on the basis of that policy, in relation to the Company's share option scheme(s) on each occasion on which options are granted:

   A. the maximum number of shares over which options are to be granted

   B. the performance criteria to be applied to those options

   C. the allocation of options to executive directors

   D. and approve the terms and authorise the execution of any relevant documentation

3. determine, on the basis of that policy, any specific compensation payments to be made to any executive director on the termination or variation of his/her employment

4. advise, and where appropriate, make recommendations to the Board

   A. as to developments in best practice relating to the remuneration of all employees

   B. on the basis of those developments to recommend appropriate changes to the authority of the Remuneration Committee

5. investigate into, and report and/or make recommendations regarding, any matter in any way connected with the matters which the Remuneration Committee is to determine or on which it is to advise, or which is referred to the Remuneration Committee by the Board

The Remuneration Committee shall not determine the remuneration of any non-executive director.

c. Consultation and External Advice

The Remuneration Committee shall consult the chairman and/or the chief executive about its proposals relating to the remuneration of other executive directors.

The Remuneration Committee is authorised to obtain all necessary information from within the Company and to access professional advice inside and outside the Company, as it considers necessary.

d. Reporting Procedures

A note of the decisions of the Remuneration Committee signed by the chairman of the Remuneration Committee shall be a sufficient record and conclusive evidence of the validity of the Remuneration Committee's decisions.

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Nominations Committee terms of reference

Summary of the terms of reference under which the Company's Nominations Committee operates.

a. Membership

The Nominations Committee shall comprise the Chairman of the Company (who shall be the chairman of the Nominations Committee save when it is dealing with the appointment of a succession to the Chairmanship), the Chief Executive and two independent non executive directors of the Company, save that the Chief Executive will not be present when the office of Chief Executive is under discussion. The secretary of the Nominations Committee shall be the Secretary of the Company. A quorum shall be two members, one of which must be the Chairman.

b. Duties

The Nominations Committee shall:

1. be responsible for identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise

2. before making an appointment, evaluate the balance of skills, knowledge and experience on the Board and, in the light of this evaluation, have prepared a description of the role and capabilities required for a particular appointment to include an estimate of the time required from a non-executive director

3. consider candidates from a wide range of backgrounds

4. regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes

5. give full consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Company and what skills and expertise are therefore needed on the Board in future

6. make available its terms of reference explaining clearly its role and the authority delegated to it by the Board

7. ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of time commitment, committee service and involvement outside Board meetings

8. make recommendations to the Board:

   A. regarding plans for succession for both executive and non-executive directors of the Company

   B. regarding the re-appointment of any non-executive director of the Company at the conclusion of their specified term of office

   C. concerning any matters relating to the continuation in office of any director of the Company at any time

c. Reporting

The chairman of the Nominations Committee shall report to the Board on the deliberations and activities of the Nominations Committee at each Board meeting following a Nominations Committee meeting. The Annual Report will include a statement about the Nominations Committee's activities, the process used for appointments and explain if external advice or open advertising has not been used, the membership of the Nomination Committee and the number of Nomination Committee meetings held during the year.

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This page last updated
2 February 2010

Contact

Howard Goldsobel Group Company Secretary and Compliance Officer +44 20 7580 8902

For more information contact our press office:

Natasha Sunderland Head of PR +44 20 7344 6641

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