Corporate governance
Sound corporate governance is a cornerstone of our management approach.
As a listed public company, Carillion is subject to, and complies with, the provisions of the Combined Code on Corporate Governance. Our strategy and operations are guided by:
- our mission, vision, values and strategic objectives
- our Ethics and Business Integrity Policy
- our Fraud Policy.
The company is led by a Board comprising five Non-Executive Directors, including the Chairman, and four Executive Directors. All have relevant experience and no conflicts of interest with their Carillion positions.
The Board takes independent advice on fees for the Non-Executive Directors. When deciding remuneration for the Executive Directors, we consider current market practice and the need to attract individuals able to deliver against our objectives. We also ensure remuneration is linked to performance, with packages including share-based incentives alongside basic salary and other benefits.
Risk management is an important component of every product and service we deliver. Risk professionals from every business unit make up our Risk Forum, which reports to the Board. Our Group Head of Risk also advises the Board on strategic risks.
Our employees are given fraud and ethics training as part of their induction and all business units report annually on their adherence to our Fraud Policy and anti-corruption requirements. We are enhancing our response to issues of corruption by carrying out a robust and wide-ranging review of our policies and processes. This includes researching our exposure to possible corruption in preparation for the implementation of the UK Bribery Bill, using a country-bycountry corruption perception index. This will identify areas of risk, which we can then address. We have a whistle-blowing hotline, which any employee can call anonymously if they have concerns about corruption or any malpractice within Carillion. Currently, we are evaluating our processes, with a view to making the hotline available 24 hours a day and possibly to customers, suppliers and the public, in addition to our employees.
In September 2009, the UK’s Office of Fair Trading (OFT) announced it was imposing financial penalties on 103 construction companies, including the former Mowlem plc, now Carillion JM Ltd, for infringement of the Competition Act 1998. Mowlem’s penalty was just under £5.4 million and related to an infringement during the pre-acquisition period. Carillion strives to achieve the highest standards in all aspects of corporate behaviour. Since acquiring Mowlem, we have applied Carillion’s policies and procedures to all its activities, including Competition Act training for all the people who joined us from Mowlem in roles relevant to the requirements of the Act.
Our senior management team is accountable to our shareholders, and we communicate with them regularly, including one-to-one meetings with our senior management team, shareholder resolutions and our Annual General Meeting (AGM). Shareholders with a particular interest in sustainability also meet with our Director of Group Corporate Affairs or our Head of Sustainability. We welcome communication from any shareholder, and the relevant contact details are readily available in our shareholder and other corporate communications including on our website. All shareholders are welcome to attend our AGM and to submit shareholder resolutions for response by the Board.
All our employees can expect open, two-way communication, in one-to-one meetings, monthly Team Talks, People Forums and ‘The Great Debate’ employee feedback sessions. Our people are encouraged to engage with their managers and colleagues to ask questions and contribute to the development of our business.
Further detail on our corporate governance can be found in our Annual Report and Accounts 2009.
