Corporate Governance

As an AIM quoted company, we recognise that applying sound governance principles is essential to the successful running of the Group. Whilst the Group is not required to comply with the UK Corporate Governance Code (which has been drafted with larger, main-market listed companies in mind) we have voluntarily chosen to formally adopt the 2018 UK Corporate Governance Code (the "Code"), as representing best practice in UK corporate governance.

The Group’s Corporate Governance Statement of compliance with the UK Corporate Governance Code can be found here.

AUDIT COMMITTEE

The Audit Committee is chaired by Domenic De Lorenzo. Its other members are Coline McConville, Kevin Havelock and Jeff Popkin. All members are fully independent. The committee has primary responsibility to assist the Board in fulfilling its obligations regarding the monitoring of the effectiveness of the Group’s risk management and internal control system; reviewing the integrity of the Group’s interim and full year financial statements and reporting; and assessing the scope, resources, performance, effectiveness and independence of the external Auditor. It receives and reviews reports from the Group's management and Auditor relating to the annual accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee meet at least twice a year and will have unrestricted access to the Group’s Auditor.

REMUNERATION COMMITTEE

The Remuneration Committee is chaired by Coline McConville. Its other members are Kevin Havelock and Domenic De Lorenzo. Coline, Kevin and Domenic are fully independent. 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 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 Group are set by the Board.

NOMINATION COMMITTEE

The Nomination Committee is chaired by Bill Ronald. Its other members are Coline McConville, Kevin Havelock, Jeff Popkin and Domenic De Lorenzo. The Nomination Committee is responsible for reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and making recommendations to the Board with regard to any changes.

DISCLOSURE COMMITTEE

The Disclosure Committee is chaired by Bill Ronald. Its other members are Tim Warrillow, Andy Branchflower and Domenic De Lorenzo. The Disclosure Committee is responsible for overseeing the company’s compliance with its disclosure obligations, including evaluating information which should be disclosed to the market and approving the release and content of announcements.

 

OTHER DOCUMENTS

The Audit Committee terms of reference

The Remuneration Committee terms of reference

The Nomination Committee terms of reference

The Disclosure Committee terms of reference

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