Annual Report 2016 | Page 47

Annual Report 2016
Annual Report 2016
Jersey but which are resident in the UK for tax purposes . In line with other KKR investments in Europe , the parent of the Jersey resident companies is a company registered in Luxembourg ( Selena Luxco S . a . r . l .). The KKR fund investing in this company is controlled and managed by the Holding Company . Two of the UK holding companies have loans payable to South Staffordshire Water PLC , both of which bear interest and are paid in full each year . Any UK tax losses surrendered to South Staffordshire Water PLC are paid for at face value .
Details of the borrowings of the Group are provided in the financial statements including the analysis of net debt and the notes to the financial statements . Similarly , details of the borrowings of South Staffordshire Water PLC are provided in its own Report and Accounts .
The Board of Directors The Board is collectively responsible for the long-term success of the Group ’ s businesses . The Board comprises one Executive Director and four Non-Executive Directors .
Directors may be appointed by the Company by Ordinary Resolution or by the Board . As set out in the Company ’ s Articles of Association , a Director appointed by the Board will hold office until the next Annual General Meeting ( AGM ). At each AGM one third of the Directors will retire by rotation and will submit themselves for re-election at least once every three years .
All Directors and senior management are covered by a directors and officers insurance policy against any actions taken against them as officers of the Group .
Senior Executives of KKR or its affiliates and its co-investors who hold positions on the Board of the Company are Jesús Olmos and Ram Kumar ( both of whom are Directors of holding companies above South Staffordshire Plc in the Group structure ), Roger Ammoun and Satoru Tamiya . Ram Kumar is also a Non-Executive Director of South Staffordshire Water PLC . Adrian Page , Group Chief Executive of South Staffordshire Plc , is also the Chairman of South Staffordshire Water PLC and is a Director of all of South Staffordshire Plc ’ s subsidiaries and all of the UK registered holding companies in the Group structure .
Functions of the Board Under the UK Code , a company should be headed by an effective Board , with duties aligned to the success and interests of the company , setting strategic goals and ensuring that company strategy is fulfilled .
In compliance with the UK Code , all Board members are provided with sufficient information prior to any Board meeting to allow appropriate preparation to ensure that they can properly discharge their duties .
The Board sets standards of conduct to promote the success of the Company and the Group , provides leadership , and reviews the Group ’ s internal controls , risk management policies and governance structure . It approves major financial and investment decisions over senior management thresholds and evaluates the performance of the individual businesses and the Group as a whole by monitoring reports received directly from the subsidiary businesses and those prepared at a Group level . The Non – Executive
Directors , headed by the Chairman , have a duty to oversee this work , and to scrutinise management performance . They constructively challenge and help develop proposals on strategy .
In conjunction with the Audit Committee , the Board is also responsible for the Group ’ s systems of internal control , evaluating and managing significant risks to the Company and the Group .
On joining the Board , Directors receive induction material appropriate to their needs . This may include information on the Group structure , the financing structure , the regulatory framework of the operating businesses within the Group and strategic and financial plans . The Board carries out site visits to maintain familiarity with the Group ’ s operations and to refresh their skills and knowledge . The Board also keeps up to date with legal and regulatory changes and developments by receiving written updates from both internal and external advisers .
The Board maintains a flexible approach to Board matters with the delegation of power to a Committee , with precise terms of reference , being used for specific routine purposes . Both the terms of reference and composition of the Committees are regularly reviewed to ensure their ongoing effectiveness .
The Directors are supported by an executive team and by other senior managers who have responsibility for assisting them in the development and achievement of the Group ’ s strategy and reviewing the financial and operational
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