The Directors acknowledge the importance of high standards of corporate governance and intend, given the Company's size and the constitution of the Board, to comply with the principles set out in the QCA Code. The QCA Code sets out a standard of minimum best practice for small and mid-size quoted companies, particularly AIM companies.
The Board comprises five Directors, two of whom are Executive Directors and three of whom are Non-executive Directors (of which two are independent Non-executive Directors), reflecting a blend of different experiences and backgrounds. The Board believes that the composition of the Board brings a desirable range of skills and experience in light of the Company's challenges and opportunities following Admission, while at the same time ensuring that no individual (or a small group of individuals) can dominate the Board's decision making.
The Board meets regularly to review, formulate and approve the Group's strategy, budgets, corporate actions and oversee the Group's progress towards its goals. The Company has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities and with written terms of reference. Each of these committees meets regularly and at least twice a year. The Company does not adhere to all of the recommendations of the QCA Code as there is no separate nomination committee. The Board will consider all recommendations for appointment to the Board. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises. The Board will undertake those functions normally associated with a nomination committee.
The Audit Committee has the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Group is properly measured and reported on. It receives and reviews reports from the Group's management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets not less than twice in each financial year and has unrestricted access to the Group's external auditors. The Audit Committee comprises at least two members of whom both shall be independent non-executive directors and one shall have recent and relevant financial experience with competence in accounting or auditing. Where possible, one member will be a member of the Remuneration Committee. The chairman of the Audit Committee is appointed by the Board. The chairman of the Audit Committee is Peter Whiting and its other members are Robin Williams and Simon Philips.
The Remuneration Committee reviews the performance of the Executive Directors and makes recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The Remuneration Committee meets as and when necessary, but at least twice each year. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code and, where appropriate, the QCA Remuneration Committee Guide and associated guidance. The Remuneration Committee comprises at least two independent non-executive directors and is chaired by a non-executive director who is appointed by the Board in consultation with the two independent non-executive directors. The chairman of the Board shall not be the chairman of the committee. The chairman of the Remuneration Committee on Admission is Simon Philips and its other members are Robin Williams and Peter Whiting.
Page last updated: 24 April 2018