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 adopted the 2016 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.

 

Committees

AUDIT COMMITTEE

The Audit Committee is chaired by Domenic De Lorenzo. Its other members are Coline McConville and Jeff Popkin. Domenic de Lorenzo, Coline McConville and Jeff Popkin are fully independent. The 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 meet at least twice a year and will have unrestricted access to the Company's auditors.

REMUNERATION COMMITTEE

The Remuneration Committee is chaired by Coline McConville. Its other members are Bill Ronald and Kevin Havelock. The Remuneration Committee review the performance of the Executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also make 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.

NOMINATION COMMITTEE

The Nomination Committee was formed in September 2017 and is chaired by Bill Ronald. Its other members are Coline McConville, Kevin Havelock and Jeff Popkin. 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.

 

OTHER DOCUMENTS

 

The Audit Committee terms of reference

The Remuneration Committee terms of reference

The Nomination Committee terms of reference