Premier Foods

The Best in British Food

Compliance

UK Corporate Governance Code

The 2012 version of the UK Corporate Governance Code (the ‘Code’) has been applied by the Company for the financial year commencing 1 January 2013.

The Code sets out standards of good practice in the form of principles and provisions on how companies should be directed and controlled to follow good governance practice.

Companies with a UK Premium Listing are required to disclose how they have applied the main principles of the Code and whether they have complied with its provisions throughout the accounting period. Where the provisions have not been complied with companies must provide an explanation for this.

The Company has been compliant with a majority of the relevant provisions of the Code during the 2013 accounting period and explenations have been provided in the 2013 Annual Report of any instances of non-compliance.

Full details of our approach to Governance can be found in the Corporate Governance Report in the 2013 Annual Report <http://annualreport2013.premierfoods.co.uk/>

 

Independence

The Company has procedures for managing conflicts of interest in place and directors have continuing obligations to update the Board on any changes to these conflicts. This process includes relevant disclosure at the beginning of each Board meeting and also the Company's annual formal review of potential conflict situations which includes the use of a questionnaire.

The Board confirms that on appointment each non-executive director was considered independent in character and judgement, with the exception of Charles Miller Smith who was originally appointed as a representative director under the terms of a Relationship Agreement between the Company and WP X Investments I Limited (an affiliate of Warburg Pincus LLC).  This arrangement came to an end on completion of the Capital Refinancing Plan on 14 April 2014 and Charles Miller Smith has ceased to be a nominee and is now independent of Warburg Pincus LLC.  Accordingly, the Board has asked Charles Miller Smith to remain on the Board, as a non-executive director, due to his beneficial knowledge and experience.

The Terms of Reference of the Audit Committee, Remuneration Committee and Nomination Committee are available to view here

Audit Committee Terms of Reference 2013.pdf

Remuneration Committee Terms of Reference 2013.pdf

Nomination Committee Terms of Reference 2013.pdf

Remuneration Advisors

New Bridge Street (NBS) (a trading name of Aon Hewitt Limited) have been appointed as advisers to the Committee.  During the year NBS provided advice in connection with executive remuneration arrangements.  NBS are signatories of the Remuneration Consultants Group Code of Conduct.  The Trustees of the Group's pension schemes have appointed the pension advisory team of Aon Hewitt Limited to act as Administrator of the schemes and have also appointed individuals within Aon Hewitt Limited to act as Actuary to the schemes.  NBS operates independently of the pension teams and the Comittee is satisfied there is no conflict of interest.  NBS received fees of £80,477 in respect of thier advice in 2013.