Directors & Committees

Directors Responsibilities

The Company is controlled by the Board of Directors. The Board comprises three Executive and three Non-executive Directors. R.J. Steele, the Non-executive Chairman, is responsible for the running of the Board and L.F. Bryan, the Chief Executive, has executive responsibility for running the Company's business and implementing Group strategy.

Following the appointment of R.J. Steele as Non-executive Chairman on 30 April 2007, the Board has not appointed a Senior Non-executive Director. The Board believes that, for a Board of its size, there is sufficient opportunity for shareholders to raise any concerns they may have with the Non-executive Chairman, Chief Executive, Finance Director or the other two Non-executive Directors. The Board meets at least five times each year and has a formal schedule of matters reserved to it.

The Board is responsible for overall Group strategy; approval of major capital expenditure projects; approval of the annual and interim results; annual budgets; dividend policy; and Board structure. It monitors the exposure to key business risks and reviews the strategic direction of all trading subsidiaries, their annual budgets, their performance in relation to those budgets and their capital expenditure.

The Company has a Schedule of Matters Reserved for the Board which can be accessed here.

Directors

Richard J. Steele, BCOM FCA CTA Non-executive Chairman

Dick Steele is responsible for leading the Board and ensuring that it operates in an effective manner whilst promoting communication with shareholders. He is a Fellow of the Institute of Chartered Accountants in England and Wales and also a Member of the Institute of Taxation. He is a Non-executive Director of the Quoted Companies Alliance and Non-executive Chairman of two private equity backed businesses: ASL and Country Baskets.

Lawrence Bryan, BA Chief Executive

Lawrence Bryan oversees all the Group’s business and is responsible for formulating the Group’s objectives and strategy. In addition, all operations in the United States report directly to him as President of Portmeirion Group USA, Inc. Lawrence has extensive experience in the glass, ceramics and gift industry. He was previously the Vice President, Sales of Waterford Wedgwood USA, President, Waterford Wedgwood USA Retail and President of International China Company. He is a Fellow of the Royal Society of Arts.

Mike Raybould Group Finance Director

Mike Raybould was appointed on 26 May 2017 replacing Brett Phillips as Group Finance Director. Mike is responsible for all aspects of financial control and legal matters. He is Finance Director of Portmeirion Group UK Limited, the Group’s main operating company, and sits on all subsidiary Boards. Mike is a qualified Chartered Accountant. He was previously the Chief Financial Officer of the Europe, Middle East and Africa (“EMEA”) Floorcare Division of Techtronic Industries Company Limited, a public company listed on The Stock Exchange of Hong Kong Limited.

Philip E. Atherton Group Sales & Marketing Director

Philip Atherton is responsible for the Group’s sales, marketing and design. Before joining the Group in 2013, Philip spent 12 years in the drinks industry working in a number of commercial roles with Remy & Associates (UK) Limited, The Gaymer Group Limited and Allied Domecq PLC where he gained extensive experience of working with premium brands. From 1999 until February 2013, Philip was the Sales and Marketing Director of the Home Textiles Division of the John Cotton Group Limited.

Michael Knapper Operations Director

Michael Knapper was appointed to the Board on 1 March 2017 and is responsible for the Group’s sourcing, production, information systems, human resources and logistics functions. Mick has held several roles in IT and logistics since joining Portmeirion in 1998. He has been responsible for the Group’s IT and logistics in the UK since 2009 and a member of the Board of the Company’s subsidiary, Portmeirion Group UK Limited, since 2011

Janis Kong, BSc OBE Non-executive Director

Janis Kong OBE has extensive experience in retail, consumer products and risk management. She is a Non-executive Director of Bristol Airport, Copenhagen Airports A/S and Tui Group. Formerly, she held positions as Non-executive Director of the Royal Bank of Scotland Group PLC, Network Rail Limited and Visit Britain, Executive Chairman of Heathrow Airport Limited, Chairman of Heathrow Express Limited and as a member of the BAA plc Board.

Lady Barbara Thomas Judge, BA JD Non-executive Director

Lady Barbara Judge was previously an international corporate lawyer with significant experience as a senior executive and non-executive director and chairman in the private and public sectors. She is the first female Chairman of the Institute of Directors and Chairman of the UK Pension Protection Fund. Formerly she was Chairman of the UK Atomic Energy Authority, Deputy Chairman of the UK Financial Reporting Council and a Commissioner of the United States Securities and Exchange Commission.

Andrew Andrea Non-executive Director

Andrew Andrea is currently the Chief Financial and Corporate Development Officer for Marston’s PLC, a leading independent brewing and pub retailing business. He is a qualified Chartered Accountant and has held senior positions within Marston’s since 2002, prior to which he worked in various financial and commercial roles with Guinness Brewing Worldwide, Bass Brewers Limited and Dolland & Aitchison.

Moira MacDonald ACIS Company Secretary

Moira MacDonald was appointed on 1 March 2017 replacing Brett Phillips as Company Secretary. Moira is a chartered secretary and has held the position of Deputy Group Secretary since joining Portmeirion in 2007, prior to which she was Assistant Company Secretary at Legal & General Group plc and at BPB plc


Committees

Audit Committee
Richard J Steele (Chairman)
Barbara Thomas Judge
Janis Kong

The Board considers it appropriate that R.J. Steele with his experience and expertise in this area chairs this committee. The Audit Committee meets at least twice each year. It considers any matter relating to the financial affairs of the Group and to the Group's external audit that it determines to be desirable. In particular the Committee overviews the monitoring of the adequacy of the Group's internal controls, accounting policies and financial reporting and provides a forum through which the Group's external auditors report to the Non-executive Directors.

Audit Committee Terms of Reference

Remuneration Committee
Richard J Steele (Chairman)
Barbara Thomas Judge
Janis Kong

The Remuneration Committee is responsible for making recommendations to the Board in relation to all aspects of remuneration for Executive Directors. In framing its policy the Remuneration Committee takes into account any factors which it deems necessary, including industry standard executive remuneration, differentials between executive and employee remuneration and differentials between executives. The remuneration of the Non-executive Directors is determined by the Executive Directors.

Remuneration Committee Terms of Reference

Nomination Committee
Richard J Steele (Chairman)
Lawrence F Bryan
Barbara Thomas Judge
Janis Kong

The Nomination Committee makes recommendations to the Board on all new Board appointments. It meets at least once a year and also considers the re-election of Directors retiring by rotation. The Company's Articles of Association stipulate that each director shall retire from office and be eligible for reappointment at the third annual general meeting after the general meeting at which they were appointed or last reappointed. The Articles of Association do not exempt any Directors from retirement by rotation.

Nomination Committee Terms of Reference
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