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Corporate Governance Statement


We are committed to maintaining high standards of corporate governance and comply with the corporate governance regime of the US State of Delaware, the NASDAQ Listing Rules and the applicable US Securities and Exchange Commission rules and regulations and London Stock Exchange Listing Rules.

Board of Directors
The Company’s Certificate of Incorporation provides for a classified board of directors consisting of three classes as nearly equal in number as possible. The Company believes a classified board is appropriate and prudent in protecting the interest of all of our stockholders, and that the continuity and quality of leadership that results from a classified board provides the proper environment in which to foster the creation of long-term value for stockholders.

Directors in each class serve staggered three-year terms:

  • The Company’s Class I Directors are James A. Chiddix, William R. Huff, James F. Mooney and John N. Rigsby, and their terms terminate on the date of the Company’s 2011 annual meeting of stockholders.
  • The Company’s Class II Directors are Neil A. Berkett, Steven J. Simmons, Doreen A. Toben and George R. Zoffinger, and their terms terminate on the date of the Company’s 2012 annual meeting of stockholders.
  • The Company’s Class III Directors are Charles L. Allen, Andrew J. Cole, Gordon D. McCallum and Eamonn O'Hare and their terms will terminate on the date of the Company’s 2013 annual meeting of stockholders.

The Company’s board of directors currently consists of 12 members. In evaluating directors’ independence, the board uses the independence criteria set forth in the NASDAQ Listing Rules currently applicable to the Company. The board of directors has surveyed each of the directors and has determined that Messrs. Allen, Cole, Chiddix, Huff, Rigsby, Simmons and Zoffinger and Ms. Toben are independent.

Board Committees
The board of directors has an audit committee, a compensation committee, an executive committee, a nominating and governance committee and a business operations and technology committee. For details of each committee, please see below and for the details of the composition of each committee, please click here.

From time to time, the board may establish other committees as it deems necessary.

  1. Audit Committee

The audit committee of the board of directors reviews, acts on and reports to our board with respect to various auditing and accounting matters. The audit committee is directly responsible for the appointment, compensation and oversight of the independent auditors; pre-approves all audit and permissible non-audit services provided by the independent auditors; reviews and approves the Company’s financial statements; reviews and evaluates the Company’s internal control structure and procedures for financial reporting and disclosure controls and procedures; discusses with management the Company’s financial risk assessment and financial risk management policies; monitors compliance with the Company’s code of ethics; sets procedures for the receipt and treatment of complaints regarding accounting, controls and auditing matters; and retains professional advisors.

For details of the composition of the audit committee and its charter, please click here.

For further details about internal control and risk management systems, please see below.

  1. Compensation Committee

The compensation committee of the board of directors is responsible for determining the annual compensation of our executive officers and directors; approves the nature and amount of compensation paid to, and the employment terms entered into with, our executives; establishes and evaluates performance based goals related to compensation; oversees our cash bonus and equity based plans; oversees our compensation and benefits policies relating to our executive officers; reviews and discusses with management the “Compensation Discussion and Analysis” which is set out in our proxy statement, and prepares a report to stockholders for this annual proxy statement.

For details of the composition of the compensation committee and its charter, please click here.

  1. Executive Committee

The executive committee of the board of directors is responsible for recommending individuals to serve as our executive officers, advising the board of directors with respect to the board’s committees and other structural issues, overseeing our management, approving budgets and recommending other changes in our management, operations, strategy and business.

For details of the composition of the executive committee, please click here

  1. Nominating and Governance Committee

The nominating and governance committee considers and recommends nominees for election to the board of directors, consistent with the board’s criteria for selecting new directors and independence requirements imposed by law and the NASDAQ Listing Rules. The nominating and governance committee also reviews the suitability for continued service of each existing director when his or her term expires or there is a significant change in his or her status, including his or her outside employment. In addition, the nominating and governance committee will assist the Board in its oversight of the Company's corporate governance.

For details of the composition of the nominating and governance committee and for its charter, please click here.

  1. Business Operations and Technology Committee

The business operations and technology committee advises the board on management’s activities in the areas of the Company’s business operations, technology and innovation.  

For details of the composition of the business operations and technology committee, please click here.

Nomination and Election of Directors
The nominating and governance committee considers recommendations for director nominees proposed by directors, management or stockholders. On occasions, the nominating and governance committee may consider retaining a third party to identify candidates and would, in such circumstances, pay an appropriate fee to the third party for that service.

In evaluating nominees, the nominating and governance committee generally considers the current size and composition of the board of directors, including the current number of independent directors and whether there is a vacancy on the board of directors. The nominating and governance committee also considers the skills and experience of the existing directors and the nominee relative to the Company’s business and its needs, the nominee’s individual reputation for integrity, honesty and adherence to high ethical standards, the nominee’s demonstrated business acumen and ability to exercise sound judgments that relate to the Company’s current and long-term objectives, the nominee’s ability to act in the interests of all stockholders and the presence or absence of conflicts of interest that would or might impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director. There is no difference in the evaluation of a nominee recommended by board members, management or stockholders.

Stockholder nominations
Pursuant to the advance notice requirements set forth in Article II, Section 5 of the By-Laws, in the case of a stockholder notice of a nomination of a director at an annual meeting, the Company will consider the notice timely if the Company receives such notice not less than 75 days nor more than 90 days prior to the first anniversary of the date of the preceding year’s annual meeting of stockholders. However, if the date of the annual meeting is advanced more than 30 days prior to, or delayed by more than 30 days after, the anniversary of the preceding year’s annual meeting, the Company will consider notices of stockholder proposals to be timely if the Company receives them not later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting is first given or made, whichever first occurs.

In the case of a stockholder nomination of a director at a special meeting called for the purpose of electing directors, the Company will consider the notice timely if the Company receives such notice not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting is first given or made.

The notice must be accompanied by a written consent of each proposed nominee to being named or referred to in the Company’s proxy statement as a nominee of the board of directors and to serve as a director if elected. The Company may require any proposed nominee to furnish other information (which may include meetings to discuss the information) as may reasonably be required by the Company to determine the eligibility of the proposed nominee to serve as one of the Company’s directors.

No person is eligible for election as one of the Company’s directors unless he or she has been nominated in accordance with the procedures set forth in Article II, Section 5 of the By-Laws and referred to above. An officer of the Company presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that the nomination was defective in accordance with the provisions of Article II, Section 5 of the By-Laws, and if the officer shall also determine, the officer shall so declare to the meeting that the defective nomination be disregarded.

Election of directors
Directors are elected by a plurality of the votes cast by the holders of our common stock present in person or represented by proxy at the annual meeting and entitled to vote.

Certificate of Incorporation and By-Laws
To access our Certificate of Incorporation, please click here.

To access our By-Laws, please click here.

Appointment and replacement of directors
In addition to the provisions noted above under the heading "Nomination and Election of Directors":

  • Article V of the Certificate of Incorporation provides that the board of directors is divided into three classes of directors, with each class serving a staggered three-year term.
  • Article V also provides that any vacancy on the board may be filled by a majority of the directors then in office, even if fewer than a quorum, or by a sole remaining director. Each director so elected shall hold office for the remaining term of his or her predecessor.
  • Article VI provides that directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the outstanding voting shares of the Company on the relevant record date.
  • Article II, Section 9 and Article III, Section 1 of the By-Laws provides that directors will be elected by a plurality of votes present in person or by proxy and entitled to vote for directors.

Issuance of shares and rights
The Certificate of Incorporation authorizes the board of directors to issue any shares of preferred stock of the Company or any powers or rights with respect to such shares without any vote of the stockholders.

Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the stock entitled to vote thereat held by such stockholder, save for holders of our Series A Junior Participating Preferred Stock. The holders of shares of our common stock do not have cumulative voting rights. There are currently no outstanding shares of Series A Junior Participating Preferred Stock.

Subject to adjustment for a stock dividend on, or a subdivision or combination of, our common stock, each share of Series A Junior Participating Preferred Stock will entitle the holder to 1,000 votes on all matters submitted to a vote of holders of the common stock. The holders of the Series A Junior Participating Preferred Stock will vote together with the holders of common stock as a single class.

Stockholders have no statutory pre-emptive rights under Delaware law and we do not provide such rights under our Certificate of Incorporation.

Amendments to the Certificate of Incorporation and the By-Laws
Certificate of Incorporation
Delaware General Corporation Law (“DGCL”) Section 242(b)(1) provides that, after the board of directors has proposed and declared it advisable, the certificate of incorporation may be amended by the affirmative vote of a majority of outstanding shares entitled to vote.

DGCL Section 242(b)(4) provides that, whenever the certificate of incorporation requires action by the board of directors or any stockholders greater than a majority, the provision requiring such greater vote shall not be amended except by such greater vote.

DGCL Section 102(b)(4) provides that the certificate of incorporation may require the vote of a larger portion of the voting stock than a majority to authorize any corporate action.

The Certificate of Incorporation requires the affirmative vote of the holders of at least two-thirds of shares of the voting stock to amend or repeal: (a) the By-Laws; and (b) the Certificate of Incorporation’s provisions regarding the amendment of the By-Laws and of the Certificate of Incorporation, classification of directors, removal of directors, indemnification of directors and officers, special meetings of stockholders, limitation on liabilities of directors, prohibition on action by written consent of stockholders and governing law.

By-Laws
DGCL Section 109(a) provides that stockholders entitled to vote have the power to adopt, amend or repeal bylaws, and that the certificate of incorporation can confer the same powers upon the directors.

Article X of the Certificate of Incorporation and Article X of the By-Laws provide that a majority of the board has concurrent power with the stockholders to make, alter or repeal the By-Laws except with respect to Article VIII of the By-Laws, which requires a supermajority vote for amendment by the board.

Stock Ownership Guidelines
In order to encourage director ownership of our stock and further align their interests with those of our stockholders, our non-executive directors are subject to a minimum equity shareholding requirement which requires them to hold, over a three-year period, $100,000 worth of capital stock of the Company.

Our chief executive officer, chairman and other senior executives are also subject to a stock ownership policy in order to align the interests of those individuals with the interests of our stockholders. The stock ownership policy requires our senior executives to retain a minimum of 50% of net vested restricted stock and 50% of the net stock realized on exercise of options (in each case net of stock sold to pay income tax and U.K. national insurance tax and, in the case of stock options, net of stock sold to pay the exercise price) until the relevant stock ownership level has been reached. An individual's stock ownership level is determined on the basis of a multiple of base salary: our chief executive officer and chairman are subject to a multiple of three times base salary; our senior executive officers are subject to a multiple of two times base salary; and other certain senior executives are subject to a multiple of one times base salary.

Policies Regarding Insider Trading and Hedging
The Company maintains policies and procedures for transactions in the Company's securities that are designed to ensure compliance with all insider trading rules. Any named executive officer that wishes to buy or sell any of our securities or options or derivatives with respect to our securities must obtain prior approval from our General Counsel. This seeks to assure that the named executive officers will not trade in our securities at a time when they are in possession of inside information.

Code of Ethics and Code of Conduct
We have adopted a code of ethics for our principal executive officer, principal financial officer, and principal accounting officer or controller, and persons performing similar functions. Our code of ethics establishes policies to promote honest and ethical conduct and to deter wrongdoing, including policies governing actual or apparent conflicts of interest, compliance with laws and prompt internal reporting for violations. To access our code of ethics, please click here.

We have also adopted a code of conduct for our directors, officers and other employees of the Company. Compliance with the code of conduct is required at every level of the Company. Employees who are aware of code of conduct breaches must, under the code of conduct, report them to their team leader, line manager, human resources representative or any other manager. The code of conduct contains conflict of interest provisions which require employees (including officers) involved in any activity or relationship that could lead to a conflict of interest to enter such information in a register of interests and to disclose it in writing to their immediate line manager. The code of conduct also contains provisions which deal (among other things) with confidentiality, discrimination and harassment, gifts to government officials and employees, insider trading and improper payments and bribes. To access our code of conduct, please click here.

Risk Management and the Board of Directors’ Role in Risk Oversight
Our board of directors exercises direct oversight over the Company's risk management, and in doing so also relies on its audit committee, which oversees financial and accounting risk management; the compensation committee which oversees risk management of the Company's executive compensation plans and arrangements; the nominating and governance committee, which oversees management of risks associated with independence of the board and corporate governance; and its business operations and technology committee which advises the board in relation to certain operational risk matters. Under the board's oversight, management operates a risk registry process which identifies risks and assigns responsibility for their management and, to the extent practicable, their amelioration. Our risk management system is designed to identify key risks and provide assurance that these risks are fully understood and managed. We have a group risk function (which forms part of the Company's finance division) that contains specialist but integrated teams, who work with the operational divisions to embed and support best practice processes in the identification and management of risk. Management are engaged by all of these teams on an ongoing and regular basis and at the highest level through quarterly risk forums with the executive officers where key risks and issues arising are presented and discussed. These teams also update the audit committee on a quarterly basis, which then reports to the board. An overall review of risk by the board is also inherent in its consideration of our strategy and other matters.

The board also plans for succession to the position to chief executive officer as well as certain other senior management positions. To assist the board, the chief executive officer annually provides the board with an assessment of senior management personnel and succession potential and planning and their potential. He also provides the board with an assessment of persons considered potential successors to senior management positions.

Significant Stockholders
For a list of our significant stockholders, please click here.