About us
Company overviewCorporate governance
Cineworld is committed to ensuring compliance with the provisions of the UK Corporate Governance Code, as applicable to smaller companies below the FTSE 350.
The Board is currently composed of seven members, consisting of one Executive Director and six Non-Executive Directors, five of whom are independent and one of which has been appointed a senior independent director. Cineworld is in the process of recruiting a new Chief Financial Officer, following the resignation of Richard Jones in June 2011.
The Board has established Nomination, Remuneration and Audit Committees, with formally delegated duties and responsibilities, with written terms of references which can be found below. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.
Further information on Corporate Governance can be found in the Corporate Governance Statement to be found in our latest annual report.
Nomination Committee
The Nomination Committee assists the Board in discharging its responsibilities relating to the composition of the Board. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience on the Board, the size, structure and composition of the Board, retirements and appointments of additional and replacement Directors and makes appropriate recommendations to the Board on such matters.The UK Corporate Governance Code provides that a majority of the members of the Nomination Committee should be independent non-executive directors.
The Company's Nomination Committee is composed of three members, all of whom are independent Non-Executive Directors (namely Thomas McGrath, David Maloney and Peter Williams). The Chairman of the Nomination Committee is Thomas McGrath. The Company therefore considers that it complies with the UK Corporate Governance Code recommendations regarding the composition of the Nomination Committee.
The Nomination Committee meets formally at least twice a year and otherwise as required.
Remuneration Committee
The Remuneration Committee assists the Board in fulfilling its responsibilities in relation to remuneration, including making recommendations to the Board on the Company's policy on executive remuneration, determining the individual remuneration and benefits package of each of the Executive Directors and monitoring and approving the remuneration of senior management below Board level. The UK Corporate Governance Code provides that the Remuneration Committee of a smaller company which is below the FTSE 350 should consist of at least two members who are both independent non-executive directors. In addition, the chairman may also be a member of the committee but not its chair, if he or she was considered to be independent on appointment as chairman.
The membership of the Company's Remuneration Committee comprises three independent Non-Executive Directors (namely David Maloney, Peter Williams and Martina King). The Chairman of the Remuneration Committee is Peter Williams. The Company therefore considers that it complies with the UK Corporate Governance Code recommendations regarding the composition of the Remuneration Committee having regard to a company of its size.
The Remuneration Committee meets formally at least twice a year and otherwise as required.
Audit Committee
The Audit Committee assists the Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Company's annual financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Company's internal audit activities, internal controls and risk management systems. The ultimate responsibility for reviewing and approving the Annual Report and Accounts and the half-yearly reports remains with the Board.The UK Corporate Governance Code recommends that the audit committee of a smaller company which is below the FTSE 350 should comprise of at least two members who should both be independent non-executive directors, and that at least one member should have recent and relevant financial experience.
The membership of the Company's Audit Committee comprises three independent Non-Executive Directors (namely David Maloney, Peter Williams and Rick Senat). The Chairman of the Audit Committee is David Maloney. The Company therefore considers that it complies with the UK Corporate Governance Code recommendations regarding the composition of the Audit Committee having regard to a company of its size.
The Audit Committee meets formally at least twice a year and otherwise as required.
