SPG Media is committed to high standards of corporate governance and to establishing policies and procedures that adhere to the recommended rules of corporate governance.

Mr Davidson is chairman of Enteraction TV Ltd and non-executive director of Inmarsat plc. He has held various positions in investment banking, most recently at WestLB Panmure where he was global head of media and telecoms, investment banking, then vice chairman of investment banking.
From 1993 to 1998 Mr Davidson was finance director, then CEO of Telewest Communications plc. He was chairman of the Cable Communications Association from 1996 to 1998.

Mr. Sadler is a chartered accountant. He was formerly group treasurer of Mirror Group Newspapers and finance director of Bristol United Press plc and News and Communications plc, both regional newspaper publishers. Latterly, he was finance director of The Wireless Group plc, talkSPORT and 16 local music stations.

Mr Haines joined the board in October 1996 and was executive chairman until December 2001. He was previously chief executive of the Jockey Club.

Mr Appiah joined the board in August 2006 as group finance director and company secretary.  He joined the group in September 2005 as group financial controller.  He was formerly group financial controller at The Wireless Group plc, and group finance manager at The Total Record company and Joint Venture Accountant at Telstar Records plc.  Mr Appiah is a chartered certified accountant and holds a degree in accountancy and finance.

Adrian is the CFO of
Sterecycle, a
VC-backed waste
management company.

He was previously
Chief Executive and
CFO of Band-X Limited, a wholesale provider of outsourced
telecommunication
services. Prior to
Band-X, Mr Howe
had 11 years’ financial management  experience  including Level 3 Communications as
European CFO, Telewest plc and BT plc. Mr Howe qualified as a chartered accountant with KPMG in London, after graduating from Oxford University in
PPE.

The board meets seven times a year and there is a formal schedule of matters reserved for their consideration. Board meetings monitor group strategy, review trading performance, examine development opportunities and formulate policy on key issues.

The company secretary ensures that the board and its committees are supplied with papers to enable them to consider matters prior to meetings and to discharge their duties effectively.

Procedures are in place for the directors, in the furtherance of their duties, to take independent professional advice, if necessary at the company’s expense, as requiered under the code. The chairman is responsible for the running of the board and determining strategy in conjunction with the chief executive, who is responsible for the day to day running of the group’s businesses, supported by divisional managing directors

.The non-executive directors have the opportunity to meet without the executive directors in order to discuss the performance of the board, its committees and the individual directors.

All directors are required to stand for re-election at least once every three years.

The Board has established a number of committees with mandate to deal with specific aspects of its business. A reference to the membership of these committees is provided above.

Audit Committee

The audit committee is responsible for reviewing the interim report, the annual report and the accounts, and oversees the controls necessary to ensure the integrity of the financial information reported to the shareholders. The audit committee discusses the nature, scope and findings of the audit with the external auditors, and monitors the latter’s independence. The committee is also responsible for considering the appointment or re-appointment of the external auditors and audit fee.

The audit committee discharges its responsibilities by receiving reports through management and advisers, working closely with auditors, carrying out and reviewing risk assessment, and seeking counsel where appropriate when required to make a judgement.

The audit committee reviews arrangements by which staff may raise possible improprieties in matters relating to financial reporting.

The audit committee members bring with them considerable experience: Mr S Davidson is an audit committee member on two other public companies. Mr S Davidson, Mr C Haines and Mr A Howe all have several years of experience at board level in a range of businesses in the media sector.

Download the SPG Audit Committee terms of reference

Nomination Committee

The nomination committee leads the process for board appointments and makes recommendations to the board. The committee evaluates the balance of skills, knowledge and experience on the board and, in light of the evaluation, prepares a description of the role and capabilities required for a particular appointment.

Download the SPG Nomination Committee terms of reference

Remuneration Committee

The remuneration committee is responsible for determining the service contract terms, remuneration and other benefits of the executive directors. In the matters to be decided members have no financial interest, other than as shareholders. The terms of reference of the remuneration committee are available in the Documents page of this Investor Centre section.

The remuneration committee comprises Christopher Haines (chairman) and Stephen Davidson. Adrian Howe joined the committee on 4 May 2007.

Download the SPG Remuneration Committee terms of reference

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