The Board of CSR plc (the "Board") supports the provisions of the UK Corporate Governance Code (the "Code"). The Board is accountable to shareholders for the effective and proper management and control of both the Company and the Group.
The report of the directors to shareholders on compliance with the Code is contained within the Annual Report and Financial Statements sent to shareholders each year.
The Board currently comprises eight members, being the non-executive Chairman, Mr Ron Mackintosh, three executive directors and four non-executive directors:
- Mr Joep van Beurden, Chief Executive Officer
- Mr Will Gardiner, Chief Financial Officer
- Mr Christopher Ladas, EVP Operations
- Mr Ron Mackintosh, Chairman, a non-executive director since May 2004
- Mr Walker Boyd, Senior Independent Director, a non-executive director since December 2013.
- Ms Teresa Vega, a non-executive director since October 2010
- Dr Levy Gerzberg, a non-executive director since August 2011
- Mr Chris Stone, a non-executive director since July 2012
The directors' full biographies can be found by looking at the Board of Directors section.
Mr Brett Gladden is the Company Secretary.
The Board each year considers the independence of the non-executive directors. The Board considers each of the non-executive directors to be independent of management and free from any business or other relationship that could materially interfere with the exercise of independent judgment. The Board recognises that Dr Levy Gerzberg does not satisfy the requirements under the UK Corporate Governance Code published by the Financial Reporting Council. As is explained on page 56 of the annual report of 2014, the Board has considered Dr Gerzberg’s previous role as President and Chief Executive Officer of Zoran Corporation, which CSR plc acquired in 2011. As stated in the annual report, the Board considers that Dr Gerzberg acts in a manner which is independent of management and the Company. The Senior Independent Director, Mr Boyd, is available to meet institutional shareholders should there be any unresolved matters they wish to bring to his attention.
The Board meets regularly during the year, as well as on an adhoc basis as business needs necessitate. Its primary role is to:
- determine and review strategy and policy;
- consider acquisitions and disposals;
- assess requests for major capital expenditure; and
- give consideration to all other significant financial matters.
This process is undertaken following discussions in conjunction with senior executive management, who in turn are responsible for the day to day conduct of the Group's organisation and for reporting to the Board on the progress made in achieving objectives.
The Board has three committees: Remuneration, Audit and Nomination (together, the "Committees"). In accordance with the requirements of the Code, the Committees' membership comprises only of non-executive directors, who are independent of the Company's management and free from any business or other relationship which could materially interfere with the exercise of independent judgment. The duties of the Committees are set out in formal terms of reference. These are set out below.