Corporate Governance

The board of Centaur Media plc is committed to the principles in the Listing Rules and the Disclosure Rules, within the new Listing Regime, as amended from 1 July 2005 following the implementation of the Market Abuse and Prospective Directives.

Centaur Holdings plc was admitted to the Official List of the London Stock Exchange on 17 December 2004, from the Alternative Investment Market, to which it was admitted on 10 March 2004. It changed its name to Centaur Media plc on 4 May 2006.

The board of Centaur Media plc is accountable to the Company's shareholders for good Corporate Governance and is pleased to report that much of the criteria of best practice established by the 2003 FRC Code, which became effective for the group on 1 January 2004, was already in place at the time of the initial admission in 2004. The board is now ensuring that the principles established under the new Listing Rules and Disclosure Rules are met.

The Board comprises of two Executive Directors and four Non-Executive Directors. Of the Non-Executive Directors, Patrick Taylor and Colin Morrison are considered by the Board to be 'independent' of management and have no relationships that may interfere with their independent judgement. Tom Scruby does not satisfy the 'independence' criteria. However the Directors believe that Tom Scruby's knowledge of Centaur will be of benefit to the Board and its committees. Patrick Taylor has been appointed senior Non Executive Director.

The Board has established guidelines requiring specific matters for discussion by the full Board of Directors, namely, material acquisitions, disposals, investments and capital projects. The Board reviews the Group's internal controls and risk management policies and in order to enable the Board to discharge its duties it supervises overall budgetary planning, treasury planning and business strategy.

In addition, the Board has established an Audit Committee, a Remuneration Committee and a Nomination Committee with formally delegated duties and responsibilities within written terms of reference proscribed by the Board (Copies of which can be viewed view the links below).

Audit Committee Terms of Reference.

Remuneration Committee Terms of Reference.

Nomination Committee Terms of Reference.

Statements

Statement regarding Remuneration Consultant

In accordance with provision B.2.1. of the Combined Code:

  1. The Remuneration Committee of the Board of directors of Centaur Holdings plc (the “Committee”) has appointed New Bridge Street Consultants LLP (“NBSC”) as its remuneration consultants.
  2. NBSC has no other connection with the Company other than in the provision of advice on executive and employee remuneration.
  3. NBSC advises the Committee directly on matters within the Committee’s terms of reference on which the Committee chooses to consult NBSC.
  4. NBSC also advises the Company generally on aspects of executive and employee remuneration, typically on the implementation and ongoing operation of executive remuneration schemes. Such advice is usually provided through the Company Secretary.
  5. NBSC advises the Board of directors of Centaur Holdings plc (or those directors charged by the Board to make recommendations) from time to time on the remuneration of non-executive directors, including the Chairman.