Page 34 - Forterra

32 ANNUAL REPORT 2012
CORPORATE GOVERNANCE
REPORT
with and (ii) pursuant to Guideline 2.3 of the COCG, the Board has determined that Mr. Xu is independent as the
exercise of his independent business judgment with a view to the best interests of Forterra will not be interfered
with, or reasonable perceived to be interfered with, for the following reasons:
(i) Mr. Xu ceased to provide consultancy services to the Forterra Group prior to his appointment to the Board
on 18 May 2012 and will not provide consultancy services to the Forterra Group so long as he remains a
member of the Board; and
(ii) Mr. Xu demonstrates himself to be independent in his conduct.
Mr. Barrett is owner of the sole shareholder of the Trustee-Manager, Oriental Management Services
Limited, and also deemed a controlling Unitholder of Forterra. Mr. David is CEO of the Trustee-Manager.
Mr. Williams is a director of the former Sponsor, Treasury Holdings (in liquidation). On this basis Mr. Barrett,
Mr. David and Mr. Williams are deemed not to be independent for the purposes of the COCG and Business
Trusts Regulations 2012.
All directors deemed to be independent by the Board are asked to submit an annual independence declaration
reconfirming that they continue to meet the criteria required of an independent director.
Further information on the background and experience of the directors can be found on pages 10 to 13 of the
Annual Report.
The Statement on the composition of the Board of Directors of the Trustee-Manager pursuant to Regulation
12(8) of the Business Trusts Regulations 2005 can be found on pages 10 to 13 of the Annual Report.
COCG Code Principle 3: Chairman and Chief Executive Officer
The positions of Chairman and Chief Executive Officer are separately held by two persons in order to maintain an
effective check and balance. The Chairman of the Board is Mr. Graham Sugden, an Independent Non-Executive
Director, and the Chief Executive Officer is Mr. Richard David, an Executive Director.
There is a clear separation of roles between the Chairman and the Chief Executive Officer, which is documented
and reviewed by the Board on an annual basis. This contributes towards a healthy professional relationship
between the Board and management, providing clarity of roles and robust oversight as they deliberate on the
business activities of the Trustee-Manager.
The Chairman is responsible for the overall management of the Board and promoting high standards of
corporate governance. This includes ensuring that the members of the Board have access to accurate, timely
and clear information, and that the Board and the management work together with integrity and competency.
The Chairman is responsible for ensuring that the Board engages the management in constructive debate on
strategy, business operations, enterprise risk and other plans while the Chief Executive Officer has full executive
responsibilities over the business directions and operational decisions in the day-to-day management of the
Trustee-Manager, whilst taking into account the interests of the Unitholders.
Given the roles of Mr. Sugden and Mr. David, there is no requirement for the appointment of a lead independent
director. However as part of overall prudential governance, the Trustee-Manager has appointed Mr. Sugden as
lead independent director.