Board Composition
The Board currently consists of nine directors, six of whom are non-executive (including the Chairman) and three executive. The role of the Chairman is distinct from other positions and clearly defined. The company does not have a Chief Executive, instead it has an Executive Managing Director for Menzies Aviation, an Executive Managing Director for Menzies Distribution and an Executive Group Finance Director. Each Executive Director has clearly defined duties and responsibilities to the Board. Non-executive directors are appointed for an initial term of three years, and all directors are required under the Articles to retire and offer themselves for re-election at least every three years.
Following a review of the Boards composition as a result of the new structure for the Group, it was felt that an additional independent non-executive director should join the Board and a search is currently underway. The Board will then have four independent non-executive Directors on the Board, well in excess of the minimum recommended by Corporate Governance guidelines for a company of our size, and will ensure that the board is well balanced and able to meet the ambitions and challenges that will face the business.
Independence
Three of the non-executive directors, David Coltman, Iain Robertson and Octavia Morley, are independent under the terms of the Code, where the number required for smaller companies is two. David Coltman has been Senior Independent Director since 25 May 2006.
Dermot Jenkinson and Ian Harrison are not independent under the terms of the Code due to their shareholding and length of service. However, they not only represent the continuing involvement of the founding Menzies family, but also contribute effectively to the Board and the work of its committees. They bring to the Board a breadth of skills and experience from their knowledge of the Company and from their backgrounds in business and general management.
At least two of the members on each of the Audit and Remuneration Committees are independent (being a majority) including the Chairman of these Committees. The Nomination Committee only has one independent member and in this respect it is not fully compliant with the Code.
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