The Directors recognise the importance of good corporate governance and confirm that, following Admission, they intend to comply with the recommendations set out in the QCA Corporate Governance Code in so far as they are appropriate for a company of its size and nature. Following Admission, the Board comprised four executive and three non-executive directors, reflecting a blend of different experience and backgrounds.
The current Board comprises two executive directors and three non-executive directors.
The Company has established audit and remuneration committees of the Board with formally delegated duties and responsibilities and with specific terms of reference. From time to time separate committees may be set up by the Board to consider specific issues when the need arises. Due to the size of the Group, the Directors have decided that issues concerning the nomination of directors will be dealt with by the Board rather than a committee but will regularly reconsider whether a nominations committee is required.
The Audit Committee determines the terms of engagement of the Group’s auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee receives and reviews reports from management and the Group’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee is expected to meet formally at least 3 times a year and otherwise as required. The Audit Committee has unrestricted access to the Group’s auditors. Geoff Stevens was appointed chair of the audit committee at the 2016 AGM.
The Remuneration Committee reviews the performance of the Executive Directors and make recommendations to the Board on matters relating to remuneration and terms of employment. The Remuneration Committee will also make recommendations to the Board on proposals for the granting of share option and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time. The Remuneration Committee is expected to meet formally at least twice a year and otherwise as required. The chair of the Remuneration Committee is Lorraine Clinton, with David Forbes and Geoff Stevens as members. Following Admission, the Board will be responsible for monitoring the Group’s risks and implementing other systems which are deemed necessary. For full terms of reference please click here.