Corporate Governance

The Group is committed to the principles of corporate governance contained in the UK Corporate Governance Code, issued by the Financial Reporting Council (the “Code”). A copy of the Code can be found on the Financial Reporting Council website.

As the Company is listed on AIM, it is not required to comply with the Code. However, an explanation of the corporate governance measures that have been adopted by the Board during the financial year are set out below.

The Board

The Board normally meets at least four times each year for scheduled Board meetings. It also meets as required on an ad-hoc basis to deal with urgent business or to consider and approve transactions as required.

The Board members are:

The Directors demonstrate a range of experience and calibre to bring independent judgement on issues of strategy, performance, resources and standards of conduct which is vital to the success of Dart Group PLC. The Board is collectively responsible to shareholders for the proper management of Dart Group PLC.

Executive responsibility for the day-to-day running of Dart Group PLC’s operating subsidiaries Jet2.com Limited and Jet2holidays Limited sits with their Chief Executive Officer, Stephen Heapy and for Fowler Welch, with its Managing Director, Nick Hay. In addition, the Board has a formal schedule of matters specifically reserved to it for decision. All Directors have access to the advice and services of the Company Secretary who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. In addition, the Company Secretary ensures that the Directors receive appropriate training as necessary. The appointment and removal of the Company Secretary is a matter for the Board as a whole.

The Board meets at least four times a year, reviewing trading performance, ensuring adequate funding and setting and monitoring strategy. To enable the Board to discharge its duties, all Directors receive appropriate and timely information, and in the months when the Board does not meet, the Directors receive formal written reports.

Due to the size and composition of the Board, Dart Group PLC does not operate a nomination committee. New Director appointments are therefore a matter for the Board as a whole.

Directors' Interests

Details of the interests of the Directors in shares of the Company can be found here.

Remuneration Committee

Dart Group PLC’s Remuneration Committee is chaired by Mark Laurence and is responsible for making recommendations to the Board, within agreed terms of reference, on the Company’s framework of executive remuneration and its cost.

The Committee determines the contract terms, remuneration and other benefits of the executive Directors, including performance related bonus schemes, pension rights and compensation payments.

When required Herbert Smith Freehills LLP provides regulatory advice on executive incentive arrangements and the operation of share plans. Philip Meeson, Group Chairman and Chief Executive, also provides advice in relation to the remuneration of other executive and non-executive Directors.

Audit Committee

The Audit Committee is chaired by Mark Laurence. All of the Executive Directors, the Group Legal Director and Company Secretary, the Group Financial Controller as well as the external and internal auditors are invited to attend meetings, which occur at least twice per year.

The Audit Committee Chairman regularly engages with both the external and internal auditors, without the Executive Directors or members of the finance team present.

The Audit Committee is responsible for protecting the interests of the Shareholders by ensuring the integrity of both financial reporting and the Group’s systems of internal control. In order to discharge its responsibilities, the Committee:

  • Monitors and makes judgements and recommendations on the financial reporting process and the integrity and clarity of the financial statements through review and approval of the half-year and annual reports (under IFRS) before their submission to the Board;
  • Reviews the appropriateness of the Group’s accounting policies;
  • Reviews and approves the external auditor’s plan for the audit of the Group’s financial statements and considers their appointment and remuneration, including reviewing and monitoring of independence and objectivity and the extent of non-audit work that may be undertaken;
  • Reviews and monitors the adequacy and effectiveness of the Group’s internal control and risk management policies and systems;
  • Agrees the scope of internal audit work for the year and monitors the same; and
  • Reports to the Board on how it has discharged its responsibilities.

Internal Control

The Board of Directors is responsible for the Group’s system of internal control and for reviewing its effectiveness. Any such system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide reasonable, but not absolute, assurance against material misstatement or loss.

The Board has processes in place for identifying, evaluating and managing the significant risks faced by the Group, which accord with the Turnbull Guidance for Directors on internal control.

Each business unit reports to the Board on the operating risks that it faces and the actions that it has taken to mitigate them.

In order to ensure compliance with laws and regulations and promote effective and efficient operations, the Board has established an organisational structure with clear operating procedures, lines of responsibility and delegated authority.

Comprehensive guidance on financial and non-financial matters for all managers and employees is given in the Group Management Manual. In particular, there are clear procedures for:

  • approval of invoices before authorisation for their payment;
  • capital investment, with detailed appraisal, authorisation and post investment review; and
  • financial reporting, within a comprehensive financial planning, budgeting, reporting and accounting framework.

The Group has an independent Internal Audit department, which has for many years been a key function within the business focused on ensuring the effectiveness of internal controls and risk management. Internal Audit performs full and regular monitoring of the Group’s procedures, promotes robustness of controls, highlights significant departures from procedures and suggests relevant KPI’s for future monitoring.

Internal Audit is invited to attend Audit Committee meetings where they provide update on progress against the audit plan and advises of key action points to address control weaknesses identified.

Risk assessment and monitoring are, in the main, covered by the Board either as a whole or within various meetings. Internal Audit have led the development of the risk management process and worked with senior management and the Board to ensure that there is appropriate alignment and understanding of the key risks and risk appetite.

Relations with Shareholders

We have a regular dialogue with our institutional shareholders. The Board uses the Annual General Meeting to communicate with private and institutional investors, and welcomes their participation. The Chairmen of the Audit and Remuneration Committees are typically available at Annual General Meetings to answer questions.

We also make presentations to shareholders after the Group’s preliminary announcement of the interim and full year results.

Significant Shareholders

Details of Significant Shareholders of the Company can be found here.

Dart Group’s Constitutional Documents

pdf Memorandum of Association (735kb pdf)
pdf Articles of Association (641Kb pdf)
Please note, to download these document you will need the latest version of Adobe Reader which you can download here

Registered office

Dart Group PLC
Low Fare Finder House
Leeds Bradford International Airport
Leeds
LS19 7TU
United Kingdom

Company number: 01295221

Dart Group PLC was incorporated in the United Kingdom in January 1977.