The Board recognises the value and importance of high standards of corporate governance and intends to observe the requirements of the QCA Code.
Please click here to read our statement of compliance with the QCA Corporate Governance Code.
The Board comprises five directors, of whom two are executive and three are non-executive. The Board considers all of the non-executives to be independent and, as such, the Company complies with the requirements of the QCA Code concerning independent Board members.
The Board is led by the Chairman who is responsible for setting the Board’s agenda and monitoring its effectiveness. There is a clear division of responsibilities between the Chair and the Chief Executive Officer, and a description of the roles is set out in the “Split of Responsibilities” document below.
The Board is responsible for the overall management of the Group including the formulation and approval of the Group’s long-term objectives and strategy, the approval of budgets, the oversight of Group operations, the maintenance of sound internal control and risk management systems and the implementation of the Group’s strategy, policies and plans. Whilst the Board may delegate specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board, a copy of which is available below. The Board will formally meet eight times per annum to review performance.
The Board has established an audit committee, remuneration committee and disclosure committee with formally delegated duties and responsibilities, as described below.
The audit committee will have responsibility for monitoring the integrity of the Group’s financial statements, reviewing significant financial reporting issues, reviewing the effectiveness of the Group’s internal control and risk management systems, monitoring the effectiveness of the internal audit function and overseeing the relationship with the external auditors (including advising on their appointment, agreeing the scope of the audit and reviewing the audit findings). The audit committee comprises Gary O’Brien, Dawn Moore and Andrew Harrison and will be chaired by Gary O’Brien. The audit committee will meet at least three times a year at appropriate times in the reporting and audit cycle and otherwise as required. The audit committee also has unrestricted access to the Group’s external auditors.
The Terms of Reference of the Audit Committee are available below.
The remuneration committee will have responsibility for determining and agreeing with the Board the framework for the remuneration of the Executive Directors and other designated senior executives and, within the terms of the agreed framework, determining the total individual remuneration packages of the Executive Directors including, where appropriate, bonuses, incentive payments and share options or other share awards. The remuneration of Non-Executive Directors will be a matter for the Board. No Director will be involved in any decision as to his or her own remuneration. The remuneration committee comprises Gary O’Brien, Dawn Moore and Andrew Harrison and will be chaired by Dawn Moore. The remuneration committee will meet at least twice a year and otherwise as necessary.
The Terms of Reference of the Remuneration Committee are available below.
The disclosure committee will provide support to the Board in relation to compliance with UK MAR, the Disclosure and Transparency Rules and AIM Rules and the identification, control and disclosure of “inside information”. The disclosure committee comprises Gary O’Brien and Chris Day and is chaired by Gary O’Brien. The disclosure committee will meet at such times and in such manner (including by telephone) as shall be necessary or appropriate.
The Terms of Reference of the Disclosure Committee are available below.
Given the size of the Board, it does not intend to establish a separate nominations committee and recommendations for appointments to the Board will be considered by the Board as a whole after due evaluation.