Compliance with the Combined Code

Corporate Governance Principles and Compliance Statement

The Board is committed to maintaining high standards of corporate governance and we support and apply the principles of good governance advocated by the UK Corporate Governance Code (the Code). The Board works with honesty and integrity which it considers is vital to building a sustainable business for all of our stakeholders. 

The Board believes that implementing a robust governance and corporate social responsibility framework in which appropriate management structures, processes and safeguards are adopted and are transparently communicated to shareholders is essential in aiding sustainable long-term economic performance. 

During the year the Board considered a number of best practice provisions which would benefit the Group and as 

a result adopted and implemented certain provisions of the Code intended for larger companies such as the annual re-election of its Directors and the undertaking of an externally facilitated evaluation of the Board and its Committees. 

Compliance with the UK Corporate Governance Code

It is the Board’s view that the Group has been fully compliant with the Code throughout the year ended 

31 March 2012. The application of the principles contained in the Code is described below. 

Corporate Governance Structure
  • THE BOARD
  • EXECUTIVE COMMITTEE
  • CITY COMMITTEE
  • NOMINATIONS COMMITTEE
  • REMUNERATION COMMITTEE
  • AUDIT COMMITTEE
  • SENIOR MANAGEMENT
  • INVESTMENT COMMITTEE
  • FINANCE
  • EXTERNAL RECRUITMENT
  • ADVISORS
  • EXTERNAL AUDITOR

THE BOARD

  • Establish the core values and standards which are implemented by Workspace's governance framework and operational activities.
  • Set Workspace's business strategy and business objectives in order to create long-term value for shareholders.
  • Ensure that the necessary resources are available to fulfil Workspace's strategic objectives.
  • Review and monitor performance against its business objectives and consider any associated risk factors which may adversely impact the business at large.

EXECUTIVE COMMITTEE

  • Address Group-wide issues and initiatives.
  • Review and approve capital expenditure, disposals and certain acquisitions within established levels of authority.
  • Monitor the operating and financial results against plans and budgets.
  • Review the effectiveness of risk management and control procedures.

CITY COMMITTEE

  • Review the quarterly, interim and annual reports and associated announcements prior to their review by the Audit Committee and the Board.

NOMINATIONS COMMITTEE

  • Assess what new skills, knowledge and experience are required on the Board.
  • Recommend to the Board candidates for appointment as Executive and Non-Executive Directors ('NEDs') of the Group.
  • Considers succession policies and talent management.

REMUNERATION COMMITTEE

  • Oversee all aspects of remuneration for Executive Directors.
  • Recommend Chairman's remuneration.
  • Consider remuneration policy and practices of the workforce.

AUDIT COMMITTEE

  • Ensure the integrity of financial reporting and audit processes.
  • Ensure maintenance of a sound internal control and risk management system.
  • Review and monitor the external auditors independence, objectivity and effectiveness of audit process.
  • Establish and implement policy on non-audit services.

SENIOR MANAGEMENT

  • Assist the Executive Committee in the running of day-to-day operations in line with Group strategy.
  • Review and track major initiatives.
  • Attend regular meetings with the Executive Committee to review performance and operational activity.

INVESTMENT COMMITTEE

  • Approve any acquisition or disposal of investment property assets.
  • Review and monitor integration plans for acquisitions.
  • Approve and monitor development contracts.
  • Approve and monitor asset management property improvements.
  • Make recommendations to the Board for its approval of any business initiative with a value of more than £2m.

FINANCE

  • Produce the interim and annual financial reports and associated announcements.
  • Establish and monitor financial processes of control and cash management.

EXTERNAL RECRUITMENT

  • Advise and assist the Committee in the search for appropriate candidates.
  • Advise and assist the Nominations Committee in increasing the effectiveness of the Board and ensure that diversity continues to be a major factor in profiling candidates.

ADVISORS

  • Advise on all aspects of executive remuneration and aspects associated with the LTIP.
  • Advise on administration and the tax treatment of share option schemes and deferred share awards.

EXTERNAL AUDITOR

  • Audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland).