Corporate Governance
The Directors recognise the value and importance of high standards of corporate governance and intend, given the Company’s size and the constitution of the Board, to comply with the recommendations set out in the QCA Code.
The Board
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 Group strategy, policies and plans. While the Board may delegate specific responsibilities, there is a formal schedule of matters specifically reserved for decision by the Board. Such reserved matters include, amongst other things, approval of significant capital expenditure, material business contracts and major corporate transactions. The Board meets regularly to review performance.
The QCA Code recommends at least two members of the Board should be non-executive Directors determined by the Board to be independent. The Board currently comprises eight Directors, of whom two are executive and six are non-executive. With the exception of Paul Skipworth and Mark Bedingham, the Board considers all of the other non-executive Directors, being Mark Hunter, Helen Page, Lesley Jackson and Gavin Hewitt, to be independent and, as such, the Company complies with the requirements of the QCA Code.
The QCA Code invites companies to consider whether to appoint one of its independent non-executive directors to be the Senior Independent Director. The Board considers that, given the size of the Company and its stage of development, together with the fact that the chairman, Mark Hunter, is considered to be independent, it would be of no material benefit to the smooth functioning of the Board and its committees to nominate a Senior Independent Director.
With effect from Admission, the Board has established an audit committee (the “Audit Committee”), a nomination committee (the “Nominations and Governance Committee”) and a remuneration committee (the “Remuneration Committee”).
The Audit Committeee
The Audit Committee is chaired by Lesley Jackson. Its other members are Helen Page, Paul Skipworth and Mark Bedingham. The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meets at least three times a year and has unrestricted access to the Company’s auditors.
The Nominations and Governance Committee
The Nominations and Governance Committee is chaired by Mark Hunter. Its other members are Gavin Hewitt and Paul Skipworth. The Nominations and Governance Committee will identify and nominate candidates to fill Board vacancies, as and when they arise, for the approval of the Board. The Nominations and Governance Committee meets at least once a year.
The Renumeration Committeee
The Remuneration Committee is chaired by Helen Page. Its other members are Gavin Hewitt and Lesley Jackson. The Remuneration Committee reviews the performance of the executive Directors and other senior executives and makes recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The remuneration and terms and conditions of appointment of the non-executive Directors of the Company are set by the Board. The Remuneration Committee meets as and when necessary, but at least twice each year.
Share Dealings
The Company has adopted a share dealing code, with effect from Admission, for Directors and “applicable employees” (as defined in the AIM Rules for Companies) of the Group for the purpose of ensuring compliance by such persons with the provisions of Rule 21 of the AIM Rules for Companies and UK MAR relating to dealings in the Company’s securities. The Directors consider that this share dealing code is appropriate for a company whose shares are admitted to trading on AIM. The Company will take appropriate steps to ensure compliance by the Directors and applicable employees with the terms of the share dealing code and the relevant provisions of UK MAR.
